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 , other than changes made pursuant to any collective bargaining agreement to which the Company SEC Documentsor any Company Subsidiary is a party. Since December 31, 2002, 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 any Company Employee Stock Option. (b) As of the date of this Agreement there are no currently binding (1i) is not any employment, consulting, deferred compensation, severance, change in control, termination, employee benefit, loan, indemnification, severance or termination agreements retention, stock repurchase, stock option, consulting or similar arrangements agreement, commitment or understandings obligation between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director of the Company or (ii) any of its subsidiaries or (2) agreements agreement between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director the benefits 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 transactions involving the Company or any Company Subsidiary of a the nature contemplated by this Agreement or (iii) any trust or insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any Participant (all such agreements under this clause (b), 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 to the date of this Agreement, neither the Company nor any Company Subsidiary has terminated, adopted, amended, modified or as would not result agreed to terminate, adopt, amend or modify (or announced an intention to terminate, adopt, amend or modify), in any material liabilityrespect, 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 appreciation, restricted stock, stock repurchase rights, 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 or any other applicable Law (each, a "Commonly Controlled Entity") ), in each case providing benefits to any current Participant and whether or former employeenot subject to United States law (all such plans, officerprograms, consultant arrangements and understandings, including any such plan, program, arrangement or director understanding entered into or adopted on or after the date of the this Agreement, "Company or any of its subsidiaries (collectively, the "Benefit Plans")) or has made any change, in any material respect, in any actuarial or other assumption used to calculate funding obligations with respect to any Company Benefit Plan that is a Company Pension Plan, or any change change, in any material respect, 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 . (b) Section 3.10 of the Company SEC Documents, there are no currently binding Disclosure Letter contains a complete and correct list of (1i) any material employment, consulting, deferred compensation, severance, change in control, termination, employee benefit, loan (other than Participant loans under any Company Pension Plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code), indemnification, severance or termination agreements retention, stock repurchase, stock option, consulting or similar arrangements agreement, commitment or understandings obligation between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director of the Company or and (ii) any of its subsidiaries or (2) agreements agreement between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director the benefits 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 transactions involving the Company or any Company Subsidiary of a the nature contemplated by this Agreement (all such agreements, collectively, the "Company Benefit Agreements").

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 , other than changes made pursuant to any collective bargaining agreement to which the Company SEC Documentsor any Company Subsidiary is a party. Since December 31, 2002, 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 any Company Employee Stock Option. (b) As of the date of this Agreement there are no currently binding (1i) is not any employment, consulting, deferred compensation, severance, change in control, termination, employee benefit, loan, indemnification, severance or termination agreements retention, stock repurchase, stock option, consulting or similar arrangements agreement, commitment or understandings obligation between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director of the Company or (ii) any of its subsidiaries or (2) agreements agreement between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director the benefits 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 transactions involving the Company or any Company Subsidiary of a the nature contemplated by this Agreement or (iii) any trust or insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any Participant (all such agreements under this clause (b), collectively, the "“Company Benefit Agreements"”).

Absence of Changes in Benefit Plans. (i) Except as disclosed in the Company SEC Documents, since Documents filed prior to the date of the most recent audited financial statements included in the Company SEC Documents this Agreement or as would not result in any material liabilityrequired by applicable law, since April 30, 1996, there has not been any adoption or amendment in any material respect 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 medical 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 officer 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 determinedsubsidiaries. Except as disclosed in the Company SEC DocumentsDocuments filed prior to the date of this Agreement, there are exist no currently binding (1) employment, consulting, deferred compensationseverance, indemnificationtermination or indemnification agreements, 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 officer or director of the Company or any of its subsidiaries. Except as disclosed in the SEC Documents filed prior to the date of this Agreement, providing material benefits which are contingentsince April 30, or the terms of which are materially altered1996, upon the occurrence of a transaction involving neither the Company nor any of a nature contemplated by its subsidiaries has taken any action to accelerate any rights or benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director or officer or for the benefit of employees generally. (ii) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (collectivelyA) result in any payment (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of the "Company or any of its subsidiaries under any Company Benefit Agreements"Arrangement or Company Benefit Plan (each as defined in Section 3.1(k)) or otherwise, (B) materially increase any benefits otherwise payable under any Company Benefit Arrangement or Company Benefit Plan or otherwise or (C) result in the acceleration of the time of payment or vesting of any such benefits.

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 to the date of this Agreement, neither the Company nor any Company Subsidiary has terminated, adopted, amended, modified or as would not result agreed to terminate, adopt, amend or modify (or announced an intention to terminate, adopt, amend or modify), in any material liabilityrespect, 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, equity 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, unemployment insurance, severance, change in control, termination, retention, disability, death benefit, hospitalization, medical, medical or other welfare benefit or other employee benefit plan, arrangement program, policy or understanding (arrangement, whether oral or not legally binding) includingwritten, without limitationfunded or unfunded, each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974sponsored, as amended ("ERISA") maintained, contributed to or required to be sponsored, 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 or any other applicable Law (each, a "Commonly Controlled Entity") ), in each case providing benefits to any current or former employeedirector, officer, consultant employee or director independent contractor of the Company or any Company Subsidiary (each, a "Participant") and whether or not subject to United States law (all such plans, programs and arrangements, including any such plan, program or arrangement entered into or adopted on or after the date of its subsidiaries (collectivelythis Agreement, the "Company Benefit Plans") or has made any material 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 material 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 . (b) As of the Company SEC Documentsdate of this Agreement, there are no currently binding is not any material (1i) employment, consulting, deferred compensation, severance, change in control, termination, employee benefit, loan, indemnification, severance or termination agreements retention, equity compensation, bonus, award, consulting or similar arrangements or understandings agreement between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director of the Company or any of its subsidiaries or (2ii) agreements agreement between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director the benefits 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 transactions involving the Company or any Company Subsidiary of a the nature contemplated by this Agreement or (iii) trust or insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any Participant (all such agreements under clauses (i), (ii) and (iii), collectively, the "Company Benefit Agreements"). (c) To the Company's knowledge, the exercise price of each Company Stock Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option.

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 to the date of this Agreement, neither the Company nor any Company Subsidiary has terminated, adopted, amended, modified or as would not result agreed to terminate, adopt, amend or modify (or announced an intention to terminate, adopt, amend or modify), in any material liabilityrespect, 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, equity 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, unemployment insurance, severance, change in control, termination, retention, disability, death benefit, hospitalization, medical, medical or other welfare benefit or other employee benefit plan, arrangement program, policy or understanding (arrangement, whether oral or not legally binding) includingwritten, without limitationfunded or unfunded, each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974sponsored, as amended ("ERISA") maintained, contributed to or required to be sponsored, 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 or any other applicable Law (each, a "“Commonly Controlled Entity") ”), in each case providing benefits to any current or former employeedirector, officer, consultant employee or director independent contractor of the Company or any Company Subsidiary (each, a “Participant”) and whether or not subject to United States law (all such plans, programs and arrangements, including any such plan, program or arrangement entered into or adopted on or after the date of its subsidiaries (collectivelythis Agreement, the "“Company Benefit Plans"”) or has made any material 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 material 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 . (b) As of the Company SEC Documentsdate of this Agreement, there are no currently binding is not any material (1i) employment, consulting, deferred compensation, severance, change in control, termination, employee benefit, loan, indemnification, severance or termination agreements retention, equity compensation, bonus, award, consulting or similar arrangements or understandings agreement between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director of the Company or any of its subsidiaries or (2ii) agreements agreement between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director the benefits 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 transactions involving the Company or any Company Subsidiary of a the nature contemplated by this Agreement or (iii) trust or insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any Participant (all such agreements under clauses (i), (ii) and (iii), collectively, the "“Company Benefit Agreements"”). (c) To the Company's knowledge, the exercise price of each Company Stock Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option.

Absence of Changes in Benefit Plans. Except as disclosed in The HCIA Disclosure Schedule lists the Company SEC Documents, since the date of the most recent audited financial statements included in the Company SEC Documents following employee benefit plans sponsored or as would not result in any material liability, there has not been any adoption maintained by HCIA and or amendment by the Company or any of its subsidiaries of any collective bargaining agreement or any bonus, subsidiaries: (1) pension, profit sharing, deferred compensation, incentive compensationcompensation (other than agreements with 50 salespersons entered into in the ordinary course of business, copies of which have been provided to Acquiror), bonus, stock ownershipoption, stock purchase, stock option, phantom stock, retirement, thrift, savings, stock bonus, restricted stock, cafeteria, paid time off, perquisite, fringe benefit, vacation, severance, disability, death benefitmedical, hospitalization, medicaldental, life insurance or other plans, arrangements or understandings providing pension, welfare or incentive compensation benefits, or (2) employment agreements, consulting agreements, management retention and severance agreements with any current or former officers, key employees, consultants or directors of HCIA or any subsidiary thereof (collectively, the "HCIA Benefit Plans"). HCIA has delivered to Acquiror or provided to Acquiror for review true and complete copies of (i) plan documents (as applicable) and summary plan descriptions with respect to all "employee welfare benefit or other plan, arrangement or understanding plans" and "employee pension benefit plans" (whether or not legally binding) including, without limitation, each employee benefit plan within the meaning of Section 3(3Sections 3(1) or 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained, contributed to sponsored or required to be maintained by HCIA 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(bsubsidiaries ("ERISA Plans"), (c)ii) plan documents or summary descriptions of all bonus or incentive compensation plans, programs and arrangements for employees of HCIA and/or its subsidiaries including, without limitation, stock option and stock purchase plans, (miii) all severance and employment agreements of HCIA with directors, consultants, officers or employees, (oiv) all written and unwritten severance programs and policies of each of HCIA and each HCIA subsidiary, and (v) all plans or arrangements of HCIA and each HCIA subsidiary relating to its employees which contain change in control provisions. HCIA has or will deliver to Acquiror true and complete copies of the Code (a "Commonly Controlled Entity") providing benefits IRS Form 5500 filed in the most recent plan year with respect to any current ERISA Plan, including, as applicable, all schedules thereto and financial statements with attached opinions of independent auditors. Except as set forth in the HCIA Disclosure Schedule, since December 31, 1998, there has not been any adoption or former employee, officer, consultant or director of the Company amendment in any respect by HCIA or any of its subsidiaries (collectively, the "of any HCIA Benefit Plans")Plan, or any change in the manner in which contributions to any Benefit Plans of the Company are HCIA deferred compensation plan is made or the basis on which such contributions are determined. Except as disclosed Since December 31, 1998, neither HCIA nor any HCIA subsidiary has amended any stock option or stock bonus plan to accelerate the vesting of, or release restrictions on, awards thereunder, or to provide for such acceleration 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 event of a transaction involving the Company of a nature contemplated by this Agreement (collectively, the "Benefit Agreements")change in control.

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 (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. (b) As of the date of this Agreement, there are is no currently binding (1i) employment, consulting, deferred compensation, severance, change in control, termination, employee benefit, loan, indemnification, severance or termination agreements retention, stock repurchase, stock option, consulting or similar arrangements agreement, commitment or understandings obligation between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director of the Company or any of its subsidiaries or (2ii) agreements agreement between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director the benefits 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 transactions involving the Company or any Company Subsidiary that are of a the nature contemplated by of the Transactions or (iii) trust or insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any Participant (all such agreements under this Agreement paragraph (b) collectively, the "“Company Benefit Agreements"”).

Absence of Changes in Benefit Plans. LABOR RELATIONS. ---------------------------------------------------- Except as disclosed on Schedule 3.13 or as expressly provided in the Company SEC Documentsthis ------------- Agreement, since the date of the most recent audited financial statements included in the Company SEC Documents or as would not result in any material liabilityDocuments, there has not been any adoption or amendment in any material respect by the Company or any of its subsidiaries Subsidiary 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 medical or other plan, plan or 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 officer or director of the Company or any Subsidiary (for the avoidance of its subsidiaries (collectivelydoubt, the "Benefit Plans")regular salary and/or wage increases and modifications to bonus, or any change commission and other incentive compensation arrangements in the manner in which contributions case with respect to any Benefit Plans non-officer employees of the Company or any Subsidiary in the ordinary course of business and consistent with past practice are made or excluded from the basis on which such contributions are determinedforegoing). Except as disclosed set forth in Schedule -------- 3.13 and except as provided in the Company SEC DocumentsCompany's certificates and bylaws or as ---- expressly provided in this Agreement, there are exist no currently binding (1) employment, consulting, deferred compensationseverance, indemnification, severance termination or termination indemnification agreements or similar arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, consultant officer or director of the Company. Schedule 3.13 contains a list of all amounts payable or that will or may become ------------- payable to each director, officer or employee or former director, officer or employee of the Company or any Subsidiary pursuant to any employment, change-in- control, severance or termination agreement or arrangement, other than pursuant to the Employment Agreements, as a result of its subsidiaries the Merger. There are no collective bargaining or (2) other labor union agreements between to which the Company or any of its subsidiaries and any current Subsidiary is a party or former employee, officer, consultant or director by which it is bound. To the knowledge of the Company, since January 1, 1994, the Company or has not encountered any of its subsidiaries, providing material benefits which are contingentlabor union organizing activity, or the terms of which are materially alteredhad any actual or threatened employee strikes, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (collectivelywork stoppages, the "Benefit Agreements")slowdowns or lockouts.

Absence of Changes in Benefit Plans. Except as disclosed (i) DFI has delivered to SYSCO true and complete copies of (A) all severance and employment agreements of DFI with directors, executive officers or key employees, (B) all severance programs and policies of each of DFI and each DFI subsidiary, and (C) all plans or arrangements of DFI and each DFI subsidiary relating to its employees which contain change in the Company SEC Documentscontrol provisions, 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 each case which has not been filed as an exhibit to a DFI SEC Document. DFI has also delivered (in each case which has not been filed as an exhibit to DFI SEC Document) to SYSCO true and complete copies of (x) 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 (as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (y) maintained, contributed to or required to be maintained or contributed to by the Company, any of its subsidiaries, or any other person material bonus, pension, profit sharing, deferred compensation, commission, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, retention, vacation, fringe benefit, severance, disability, death benefit, hospitalization, sick leave, medical or entity thatother plan, together with the Companytrust fund, is treated as a single employer under Section 414(b), (c), (m) arrangement or (o) of the Code (a "Commonly Controlled Entity") understanding providing benefits to any current or former employee, officer, consultant officer or director of DFI or any of its wholly owned subsidiaries or any beneficiary thereof (each such plan, agreement, policy, trust fund or arrangement, together with the Company agreements and policies described in clauses (A), (B) and (C) of the preceding sentence, are referred to herein as a "DFI Benefit Plan", and collectively, the "DFI Benefit Plans"). (ii) Since December 26, 1998, there has not been any adoption or amendment in any material respect by DFI or any of its subsidiaries of any collective bargaining agreement, employment agreement, consulting agreement, severance agreement, or DFI Benefit Plan, or any material change in any actuarial or other assumption used to calculate funding obligations with respect to any DFI Benefit Plan which is an `employee pension benefit plan' (collectively, the as defined by Section 3(2) of ERISA) (a "Benefit PlansDFI Pension Plan"), or any material change in the manner in which contributions to any Benefit DFI Pension Plans of the Company are made or the basis on which such contributions are determined. Except as disclosed Since December 26, 1998, neither DFI nor any DFI subsidiary has amended any DFI Employee Stock Options or any DFI Stock Plans to accelerate the vesting of, or release restrictions on, awards thereunder, or to provide for such acceleration 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 event of a transaction involving the Company of a nature contemplated by this Agreement (collectively, the "Benefit Agreements")change in control.

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. (b) As of the date of this Agreement, there are is no currently binding (1i) employment, consulting, deferred compensation, severance, change in control, termination, employee benefit, loan, indemnification, severance or termination agreements retention, stock repurchase, stock option, consulting or similar arrangements agreement, commitment or understandings obligation between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director of the Company or any of its subsidiaries or (2ii) agreements agreement between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director the benefits 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 transactions involving the Company or any Company Subsidiary that are of a the nature contemplated by of the Transactions or (iii) trust or insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any Participant (all such agreements under this Agreement paragraph (b) 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 to the date of this Agreement, neither the Company nor any Company Subsidiary has terminated, adopted, amended, modified or as would not result agreed to terminate, adopt, amend or modify (or announced an intention to terminate, adopt, amend or modify), in any material liabilityrespect, 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 appreciation, restricted stock, stock repurchase rights, 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 or any other applicable Law (each, a "Commonly Controlled EntityCOMMONLY CONTROLLED ENTITY") ), in each case providing benefits to any current Participant and whether or former employeenot subject to United States law (all such plans, officerprograms, consultant arrangements and understandings, including any such plan, program, arrangement or director understanding entered into or adopted on or after the date of the this Agreement, "COMPANY BENEFIT PLANS") or has made any change, in any material respect, in any actuarial or other assumption used to calculate funding obligations with respect to any Company or any of its subsidiaries (collectively, the "Benefit Plans")Plan that is a Company Pension Plan, or any change change, in any material respect, 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 . (b) Section 3.10 of the Company SEC Documents, there are no currently binding Disclosure Letter contains a complete and correct list of (1i) any material employment, consulting, deferred compensation, severance, change in control, termination, employee benefit, loan (other than Participant loans under any Company Pension Plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code), indemnification, severance or termination agreements retention, stock repurchase, stock option, consulting or similar arrangements agreement, commitment or understandings obligation between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director of the Company or and (ii) any of its subsidiaries or (2) agreements agreement between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director the benefits 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 transactions involving the Company or any Company Subsidiary of a the nature contemplated by this Agreement (all such agreements, collectively, the "Benefit AgreementsCOMPANY 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 to the date of this Agreement, neither the Company nor any Company Subsidiary has terminated, adopted, amended, modified or as would not result agreed to terminate, adopt, amend or modify (or announced an intention to terminate, adopt, amend or modify), in any material liabilityrespect, 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 appreciation, restricted stock, stock repurchase rights, 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 or any other applicable Law (each, a "Commonly Controlled EntityCOMMONLY CONTROLLED ENTITY") ), in each case providing benefits to any current Participant and whether or former employeenot subject to United States law (all such plans, officerprograms, consultant arrangements and understandings, including any such plan, program, arrangement or director understanding entered into or adopted on or after the date of the this Agreement, "COMPANY BENEFIT PLANS") or has made any change, in any material respect, in any actuarial or other assumption used to calculate funding obligations with respect to any Company or any of its subsidiaries (collectively, the "Benefit Plans")Plan that is a Company Pension Plan, or any change change, in any material respect, 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 . (b) Section 3.10 of the Company SEC Documents, there are no currently binding Disclosure Letter contains a complete and correct list of (1i) any material employment, consulting, deferred compensation, severance, change in control, termination, employee benefit, loan (other than Participant loans under any Company Pension Plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code), indemnification, severance or termination agreements retention, stock repurchase, stock option, consulting or similar arrangements agreement, commitment or understandings obligation between the Company or any of its subsidiaries Company Subsidiary, on the one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director of the Company or and (ii) any of its subsidiaries or (2) agreements agreement between the Company or any of its subsidiaries Company Subsidiary, on one hand, and any current or former employeeParticipant, officeron the other hand, consultant or director the benefits 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 transactions involving the Company or any Company Subsidiary of a the nature contemplated by this Agreement (all such agreements, collectively, the "Benefit AgreementsCOMPANY BENEFIT AGREEMENTS"); PROVIDED, HOWEVER, that Company Benefit Agreements maintained primarily for the benefit of Participants (other than officers or directors of the Company or any Company Subsidiary) who are principally employed in jurisdictions other than the United States of America (all such agreements, collectively, the "NON-U.S. BENEFIT AGREEMENTS") are not listed in Section 3.11(a) of the Company Disclosure Letter (but a list of such Non-U.S. Benefit Agreements shall be provided to Parent within 20 days following the date of this Agreement).