Common use of Benefit Plans; Employees and Employment Practices Clause in Contracts

Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Company Filed SEC Documents, since the date of the most recent audited financial statements included in the Company Filed SEC Documents, there has not been any adoption or amendment in any material respect (including any increase or improvements in benefits or coverage) 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, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, excess, supplemental executive compensation, employee stock purchase, stock appreciation, restricted stock or other material employee benefit plan, policy, arrangement or understanding (whether or not in writing) providing benefits to any current or former employee, officer or director of the Company or any of its subsidiaries (collectively, "Benefit Plans"). Except as disclosed in Item 4.10(a) of the Company Letter, there exist no employment, consulting, severance, termination or indemnification agreements, or any other similar arrangements or understandings (whether or not in writing) between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries. (b) Item 4.10(b) of the Company Letter contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other Benefit Plans maintained, sponsored or contributed to, by the Company or any of its U.S., Canadian or Japanese subsidiaries for the benefit of any current or former employees, officers or directors of the Company or any of such subsidiaries (the "Subject Benefit Plans"). The Company has delivered to Parent true, complete and correct copies of (i) each Subject Benefit Plan (or, in the case of any unwritten Subject Benefit Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service with respect to each Subject Benefit Plan (if any such report was required), (iii) the most recent actuarial report with respect to each Subject Benefit Plan, as applicable, (iv) the most recent summary plan description (and a summary of material modifications, if applicable) for each Subject Benefit Plan and (v) each trust agreement and group annuity contract relating to any Subject Benefit Plan. Any Benefit Plan that is not a Subject Benefit Plan is either required by and maintained in accordance with applicable local law or is immaterial to the applicable subsidiary. (c) Except as disclosed in Item 4.10(c) of the Company Letter, all Pension Plans which are intended to be tax-qualified have been timely amended to comply with ERISA and the Internal Revenue Code of 1986, as amended (the "Code") and determination letters in respect of such Pension Plans have been received from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the best knowledge of the Company, has revocation been threatened, nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. (d) Except as disclosed in Item 4.10(d) of the Company Letter, each Benefit Plan has been administered in all material respects in conformity with its terms and the applicable requirements of ERISA and the Code and other applicable laws; and all contributions required to be made have been made in accordance with the provisions of each such Benefit Plan and with ERISA and the Code and other applicable laws. (e) None of the Company or any of its subsidiaries, or any other person or entity that, together with the Company, is treated as a single employer under Section 414 of the Code, currently maintains or has maintained during the five-year period preceding the date hereof any "defined benefit plan" (within the meaning of Section 3(35) of ERISA) or any "multiemployer plan" (within the meaning of Section 3(37) of ERISA), or has incurred any liability under Title IV of ERISA or to the Pension Benefit Guaranty Corporation that has not been fully paid as of the date hereof. None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder or, to the knowledge of the Company, any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could reasonably be expected to subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Section 502(i) or (1) of ERISA. (f) With respect to any Benefit Plan that is an employee welfare benefit plan, except as disclosed in Item 4.10(f) of the Company Letter, (i) no such Benefit Plan is funded through a "welfare benefits fund", as such term is defined in Section 419(e) of the Code, (ii) each such Benefit Plan that is a "group health plan", as such term is defined in Section 5000(b)(1) of the Code, complies with the applicable requirements of Section 4980B(f) of the Code and (iii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company or any of its subsidiaries on or at any time after the consummation of the Offer. (g) With respect to each Benefit Plan, all material reports and information required to be filed with the U.S. Department of Labor, the Internal Revenue Service or each Benefit Plan participant have been timely filed. (h) There is no dispute, arbitration, claim, suit or grievance, pending or threatened, involving a Benefit Plan (other than routine claims for benefits payable under any such plan), and, to the knowledge of the Company, there is no basis for such a claim. (i) Except as disclosed in Item 4.10(i) of the Company Letter, there are no current or former employees holding Shares issued pursuant to the Company's 1979 Non-Qualified Stock Option Plan (the "1979 Stock Option Plan"). Each current or former employee holding any Shares issued pursuant to the 1979 Stock Option Plan has executed on or prior to the date of this Agreement a letter in the form set forth in Item 4.10(i) of the Company Letter (the "Item 4.10(i) Letter"). (j) Item 4.10(j) of the Company Letter sets forth the names of all current officers, directors and employees of the Company and its U.S. subsidiaries, together with each employee's current salary, most recent bonus (excluding sales bonuses), date of birth and date of employment. All salary and wages, vacation pay, bonuses, commissions, sick pay and other benefits earned or due (including contributions due to Benefit Plans) through the date hereof have been paid to employees or former employees or to the Benefit Plans or have been properly accrued in the financial statements of the Company included in the most recent Company Filed SEC Documents. (k) Except as disclosed in Item 4.10(k) of the Company Letter, there are no material controversies, strikes, work stoppages or disputes pending or threatened between the Company and any of its subsidiaries and any current or former employees, no labor union or other collective bargaining unit represents or has ever represented any employee of the Company or any of its subsidiaries and no organizational effort by any labor union or other collective bargaining unit currently is under way or threatened with respect to any employee. A true, complete and correct copy of any applicable collective bargaining agreement has been provided to Parent, and the Company and its subsidiaries are in compliance in all material respects with the terms thereof. (l) The Board of Directors of the Company (or, if appropriate, any committee of the Board of Directors administering the Stock Option Plans (as defined in Section 7.09(a))) has taken such action as is necessary so that, as of the Effective Time, no holder of any award under any Stock Option Plan shall have the right upon exercise of any such award to receive securities of the Company, Sub or Parent or any of its affiliates.

Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Company Filed SEC Documents, since the date of the most recent audited financial statements included in the Company Filed SEC DocumentsDecember 31, 2003, there has not been any adoption or amendment in any material respect (including any material increase or improvements in benefits or coverage) 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, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, excess, supplemental executive compensation, employee stock purchase, stock appreciation, restricted stock or other material employee benefit plan, policy, arrangement or understanding (whether or not in writing) providing benefits to any current or former employee, officer or director of the Company or any of its subsidiaries (collectively, "Benefit Plans"Plan). Except as disclosed in Item 4.10(a) of the Company LetterFiled SEC Documents, there exist no employment, consulting, severance, termination employment or indemnification consulting agreements, or any other similar arrangements or understandings (whether or not in writing) ), between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries. (b) Item 4.10(bSection 4.12(b) of the Company Letter contains a list of all "Disclosure Schedule lists each “employee pension benefit plans" plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA")“) (sometimes referred to herein as "“Pension Plans"“), "“employee welfare benefit plans" plan” (as defined in Section 3(1) of ERISA), and each bonus, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change of control, disability, death benefit, hospitalization, medical, fringe benefit, excess benefit, supplemental executive compensation, stock appreciation, restricted stock, indemnification, collective bargaining agreement or other material employee benefit plan, policy, agreement, arrangement or understanding (whether or not in writing) and all other Benefit Plans maintainedproviding benefits to any current or former employee, sponsored officer, director or contributed to, by independent contractor of the Company or any of its U.S., Canadian subsidiaries or Japanese subsidiaries for any entity that is or required under Section 414 of the benefit of any current Code to be treated with the Company as a single employer (an “ERISA Affiliate“) or former employees, officers or directors of with respect to which the Company or any of such subsidiaries ERISA Affiliate could have any material liability (collectively, the "Subject “Benefit Plans"“). The Company has delivered provided to Parent true, complete and correct copies of (i) each Subject Benefit Plan (or, in the case of any unwritten Subject Benefit Plans, descriptions thereof)) and each employment and consulting agreement, arrangement or understanding between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries, (ii) the most recent annual report on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service with respect to each Subject Benefit Plan (if any such report was required), (iii) the most recent actuarial report with respect to each Subject Benefit Plan, as applicable, (iv) the most recent summary plan description (and a summary of material modifications, if applicable) for each Subject Benefit Plan and Plan, (v) each trust agreement and group annuity contract relating to any Subject Benefit Plan. Any , and (vi) the most recent determination or opinion letter, if any, issued with respect to such Benefit Plan that is not a Subject Benefit Plan is either required by and maintained in accordance with applicable local law or is immaterial to the applicable subsidiaryPlan. (c) Except as disclosed Each Benefit Plan has been administered in Item 4.10(call material respects in accordance with its terms and the applicable requirements of ERISA, the Code and all other applicable laws. No event has occurred and to the knowledge of the Company there exists no condition or set of conditions in connection with the Benefit Plans that could have a Material Adverse Effect on, or give rise to material liability to, the Company or any ERISA Affiliate under ERISA, the Code or any other applicable law. (d) Each Pension Plan intended to be qualified under Section 401(a) of the Company Letter, all Pension Plans which are intended to be tax-qualified have Code has been timely amended to comply with ERISA and the Internal Revenue Code subject of 1986, as amended (the "Code") and a determination letters in respect of such Pension Plans have been received letter from the Internal Revenue Service to the effect that such Pension Plans are Plan is so qualified and exempt from Federal income taxes under all currently applicable provisions of Section 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the best knowledge of the Company, has revocation been threatened, nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. (d) Except as disclosed in Item 4.10(d) of the Company Letter, each Benefit Plan has been administered in all material respects in conformity with its terms and the applicable requirements of ERISA and the Code and other applicable laws; and all contributions required to be made have been made in accordance with the provisions of each such Benefit Plan and with ERISA and the Code and other applicable laws. (e) None of the Company or any of its subsidiaries, or any other person or entity that, together with the Company, is treated as a single employer under Section 414 of the Code, currently maintains or has maintained during the five-year period preceding the date hereof any "defined benefit plan" (within the meaning of Section 3(35) of ERISA) or any "multiemployer plan" (within the meaning of Section 3(37) of ERISA), or has incurred any liability under Title IV of ERISA or to the Pension Benefit Guaranty Corporation that has not been fully paid as of the date hereof. None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder orand, to the knowledge of the Company, no circumstances exist that would adversely affect the qualification of any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could reasonably be expected to subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Section 502(i) or (1) of ERISAPension Plan. (fe) With respect to any Benefit Plan that is an employee welfare benefit plan, except as disclosed in Item 4.10(f) of the Company Letter, (i) no such No Benefit Plan is funded through a "welfare benefits fund", as such term is defined in subject to Section 419(e) of the Code, (ii) each such Benefit Plan that is a "group health plan", as such term is defined in Section 5000(b)(1) of the Code, complies with the applicable requirements of Section 4980B(f) 412 of the Code and (iii) each such or Title IV of ERISA. Each Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company or any ERISA Affiliate. (f) Neither the Company nor any ERISA Affiliate currently sponsors, contributes to, maintains or has any liability (whether contingent or otherwise) under a “multiemployer plan” (as defined in Section 4001(a)(3) of its subsidiaries on or at any time after the consummation of the OfferERISA). (g) With Parent, and its affiliates, including on and after the Effective Time, the Company and any subsidiary, shall have no liability for, under, with respect to each or otherwise in connection with any Benefit Plan, all material reports and information required to be filed which liability arises under ERISA or the Code, by virtue of the Company or any of its subsidiary being aggregated, with the U.S. Department of Labor, the Internal Revenue Service or each Benefit Plan participant have been timely filed. (h) There any other person that is no dispute, arbitration, claim, suit or grievance, pending or threatened, involving a Benefit Plan an ERISA Affiliate (other than routine claims for benefits payable under any such planwith the Company or a subsidiary), and, in a controlled group or affiliated service group for purposes of ERISA or the Code at any relevant time prior to the knowledge of the Company, there is no basis for such a claimEffective Time. (i) Except as disclosed in Item 4.10(i) of the Company Letter, there are no current or former employees holding Shares issued pursuant to the Company's 1979 Non-Qualified Stock Option Plan (the "1979 Stock Option Plan"). Each current or former employee holding any Shares issued pursuant to the 1979 Stock Option Plan has executed on or prior to the date of this Agreement a letter in the form set forth in Item 4.10(i) of the Company Letter (the "Item 4.10(i) Letter"). (j) Item 4.10(j) of the Company Letter sets forth the names of all current officers, directors and employees of the Company and its U.S. subsidiaries, together with each employee's current salary, most recent bonus (excluding sales bonuses), date of birth and date of employment. All salary and wages, vacation pay, bonuses, commissions, sick pay and other benefits earned or due (including contributions due to Benefit Plans) through the date hereof have been paid to employees or former employees or to the Benefit Plans or have been properly accrued in the financial statements of the Company included in the most recent Company Filed SEC Documents. (k) Except as disclosed in Item 4.10(k) of the Company Letter, there There are no material controversies, strikes, work stoppages or disputes pending or threatened between the Company and or any of its subsidiaries and any current or former employees, (ii) no labor union or other collective bargaining unit represents or has ever represented any employee of the Company or any of its subsidiaries with respect to employment by the Company or such subsidiary and (iii) no organizational effort by any labor union or other collective bargaining unit currently is under way or threatened with respect to any employee. A true, complete and correct copy of any applicable collective bargaining agreement has been provided to Parent, and the Company and its subsidiaries are in compliance in all material respects with the terms thereof. (li) The Board of Directors Section 4.12(i) of the Company (orDisclosure Schedule lists each employment, if appropriateseverance, consulting or other contract or plan with or for the benefit of any committee officer, director, employee or agent of the Board Company or any subsidiary with a “change of Directors administering the Stock Option Plans control” provision that provides for any payment, additional benefits, vesting or acceleration of benefits or rights or otherwise upon such an event. (j) Except as defined in set forth on Section 7.09(a))4.12(i) has taken such action as is necessary so that, as of the Effective TimeCompany Disclosure Schedule, no holder neither the execution and delivery of any award under any Stock Option Plan shall have this Agreement nor the right upon exercise of any such award to receive securities consummation of the Companytransactions contemplated hereby, Sub including the Merger, will (either alone or Parent in conjunction with any other event, such as termination of employment) (i) result in any material payment (including, without limitation, severance, unemployment compensation, “parachute” or otherwise) becoming due to any director or any employee of the Company or any of its affiliatessubsidiaries or affiliates from the Company or any of its subsidiaries or affiliates under any Benefit Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Benefit Plan or (iii) result in any acceleration of the time of payment or vesting of any material benefits.

Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Company Filed SEC Documents, since the date of the most recent audited financial statements included in the Company Filed SEC DocumentsDecember 31, 1996, there has not been any adoption or amendment in any material respect (including any increase or improvements in benefits or coverage) 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, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, excess, supplemental executive compensation, employee stock purchase, stock appreciation, restricted stock or other material employee benefit plan, policy, arrangement or understanding Benefit Plan (whether or not as defined in writing) providing benefits to any current or former employee, officer or director of the Company or any of its subsidiaries (collectively, "Benefit Plans"Section 4.10(b)). Except as disclosed in Item 4.10(a) of the Company LetterFiled SEC Documents, there exist no employment, consulting, severance, termination employment or indemnification consulting agreements, or any other similar arrangements or understandings (whether or not in writing) ), between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries. (b) Item Schedule 4.10(b) of the Company Letter contains a list of all lists each "employee pension benefit plansplan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Pension Plans"), "employee welfare benefit plansplan" (as defined in Section 3(1) of ERISA), bonus, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change of control, disability, death benefit, hospitalization, medical, fringe benefit, excess benefit, supplemental executive compensation, stock appreciation, restricted stock, indemnification, collective bargaining agreement or other material employee benefit plan, policy, agreement, arrangement or understanding (whether or not in writing) and all other Benefit Plans maintainedproviding benefits to any current or former employee, sponsored officer, director or contributed to, by independent contractor of the Company or any of its U.S., Canadian subsidiaries or Japanese subsidiaries for any entity that is or required under Section 414 of the benefit of any current Code to be treated with the Company as a single employer (an "ERISA Affiliate") or former employees, officers or directors of with respect to which the Company or any of such subsidiaries ERISA Affiliate could have any liability (collectively, the "Subject Benefit Plans"). The Company has delivered made available to Parent true, complete and correct copies of (i) each Subject Benefit Plan (or, in the case of any unwritten Subject Benefit Plans, descriptions thereof)) and each employment and consulting agreement, arrangement or understanding between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries, (ii) the most recent annual report on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service with respect to each Subject Benefit Plan (if any such report was required), (iii) the most recent actuarial report with respect to each Subject Benefit Plan, as applicable, (iv) the most recent summary plan description (and a summary of material modifications, if applicable) for each Subject Benefit Plan and Plan, (v) each trust agreement and group annuity contract relating to any Subject Benefit Plan. Any , and (vi) the most recent determination letter, if any, issued with respect to such Benefit Plan that is not a Subject Benefit Plan is either required by and maintained in accordance with applicable local law or is immaterial to the applicable subsidiaryPlan. (c) Except as disclosed Each Benefit Plan has been administered in Item 4.10(c) all material respects in accordance with its terms and the applicable requirements of the Company LetterERISA, all Pension Plans which are intended to be tax-qualified have been timely amended to comply with ERISA and the Internal Revenue Code of 1986, as amended (the "Code") and all other applicable laws. No event has occurred and to the knowledge of the Company there exists no condition or set of conditions in connection with the Benefit Plans that, individually or in the aggregate, could have a material adverse effect on, or give rise to material liability to, the Company or any ERISA Affiliate under ERISA, the Code or any other applicable law. (d) Each Pension Plan intended to be qualified under Section 401(a) of the Code has been the subject of a determination letters in respect of such Pension Plans have been received letter from the Internal Revenue Service to the effect that such Pension Plans are Plan is so qualified and exempt from Federal income taxes under all currently applicable provisions of Section 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the best knowledge of the Company, has revocation been threatened, nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. (d) Except as disclosed in Item 4.10(d) of the Company Letter, each Benefit Plan has been administered in all material respects in conformity with its terms and the applicable requirements of ERISA and the Code and other applicable laws; and all contributions required to be made have been made in accordance with the provisions of each such Benefit Plan and with ERISA and the Code and other applicable laws. (e) None of the Company or any of its subsidiaries, or any other person or entity that, together with the Company, is treated as a single employer under Section 414 of the Code, currently maintains or has maintained during the five-year period preceding the date hereof any "defined benefit plan" (within the meaning of Section 3(35) of ERISA) or any "multiemployer plan" (within the meaning of Section 3(37) of ERISA), or has incurred any liability under Title IV of ERISA or to the Pension Benefit Guaranty Corporation that has not been fully paid as of the date hereof. None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder orand, to the knowledge of the Company, no circumstances exist that would adversely affect the qualification of any trustee or administrator thereof, has engaged in a "prohibited transaction" such Pension Plan. (as such term e) No Benefit Plan is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could reasonably be expected subject to subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Section 502(i) or (1) Title IV of ERISA. (f) With respect to any Each Benefit Plan that is an employee welfare benefit plan, except as disclosed in Item 4.10(f) of the Company Letter, (i) no such Benefit Plan is funded through a "welfare benefits fund", as such term is defined in Section 419(e) of the Code, (ii) each such Benefit Plan that is a "group health plan", as such term is defined in Section 5000(b)(1) of the Code, complies with the applicable requirements of Section 4980B(f) of the Code and (iii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company or any of its subsidiaries on or at any time after the consummation of the OfferERISA Affiliate. (g) With respect The Company has previously delivered to each Benefit Plan, all material reports and information required to be filed with the U.S. Department of Labor, the Internal Revenue Service or each Benefit Plan participant have been timely filed. (h) There is no dispute, arbitration, claim, suit or grievance, pending or threatened, involving Parent a Benefit Plan (other than routine claims for benefits payable under any such plan), and, to the knowledge of the Company, there is no basis for such a claim. (i) Except as disclosed in Item 4.10(i) of the Company Letter, there are no current or former employees holding Shares issued pursuant to the Company's 1979 Non-Qualified Stock Option Plan (the "1979 Stock Option Plan"). Each current or former employee holding any Shares issued pursuant to the 1979 Stock Option Plan has executed on or prior to the date of this Agreement a letter in the form set forth in Item 4.10(i) of the Company Letter (the "Item 4.10(i) Letter"). (j) Item 4.10(j) of the Company Letter list which sets forth the names of all current officers, directors and employees of the Company and each of its U.S. subsidiaries, together with each employee's current salary, most recent bonus (excluding sales bonuses), date of birth salary and date of employment. All salary and wages, vacation pay, bonuses, commissions, sick pay and other benefits earned or due (including contributions due to Benefit Plans) through the date hereof have been paid to employees or former employees or to the Benefit Plans or have been properly accrued in the financial statements of the Company included in the most recent Company Filed SEC Documents. (ki) Except as disclosed in Item 4.10(k) of the Company Letter, there There are no material controversies, strikes, work stoppages or disputes pending or threatened between the Company and or any of its subsidiaries and any current or former employees, (ii) no labor union or other collective bargaining unit represents or has ever represented any employee of the Company or any of its subsidiaries with respect to employment by the Company or such subsidiary and (iii) no organizational effort by any labor union or other collective bargaining unit currently is under way or threatened with respect to any employee. A true, complete and correct copy of any applicable collective bargaining agreement has been provided to Parent, and the Company and its subsidiaries are in compliance in all material respects with the terms thereof. (l) The Board of Directors of the Company (or, if appropriate, any committee of the Board of Directors administering the Stock Option Plans (as defined in Section 7.09(a))) has taken such action as is necessary so that, as of the Effective Time, no holder of any award under any Stock Option Plan shall have the right upon exercise of any such award to receive securities of the Company, Sub or Parent or any of its affiliates.

Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Company Filed SEC DocumentsDocuments filed with the SEC since December 31, 1996, and item 3.12(a) of the Company Letter, since the date of the most recent audited financial statements included in the Company Filed SEC Documents, Documents there has not been any adoption or amendment in any material respect (including any increase or improvements in benefits or coverage) by the Company or any of its subsidiaries 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, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, excess, supplemental executive compensation, employee stock purchase, stock appreciation, restricted stock or other material employee benefit plan, policy, arrangement or understanding (whether or not in writing) providing benefits relating to the employment of any current or former employee, officer or director of the Company or any of its subsidiaries Subsidiaries (collectively, the "Benefit Plans") or any Employee Agreement (as hereinafter defined). Except as disclosed in Item 4.10(aitem 3.12(a) of the Company LetterLetter or in the Company Filed SEC Documents, there exist no neither the Company nor any of its Subsidiaries has any material obligations under any employment, consulting, severance, termination or indemnification agreements, or any other similar arrangements or understandings (whether or not in writing) agreements between the Company or any of its subsidiaries Subsidiaries and any current or former employee, officer officer, director or director consultant of the Company or any of its subsidiariesSubsidiaries ("Employee Agreements") or any Benefit Plans. (b) Item 4.10(b3.12(a) of the Company Letter contains a list of identifies all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Pension Plans"), ) and "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other Benefit Plans maintained, sponsored or contributed to, by the Company or any of its U.S., Canadian U.S. or Japanese subsidiaries foreign Subsidiaries for the benefit of any current or former employees, officers or directors of the Company or any of such subsidiaries Subsidiaries (collectively, the "Subject ERISA Benefit Plans"). The Company has delivered made available to Parent true, complete and correct copies of (i) each Subject ERISA Benefit Plan (or, in the case of any unwritten Subject ERISA Benefit Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service with respect to each Subject ERISA Benefit Plan (if any such report was required), (iii) the most recent actuarial report with respect to each Subject ERISA Benefit Plan, as applicable, (iv) the most recent summary plan description (and a summary of material modifications, if applicable) for each Subject ERISA Benefit Plan and Plan, (v) each trust agreement and group annuity contract relating to any Subject Benefit Plan. Any Benefit Plan that is not a Subject Benefit Plan is either required by and maintained in accordance with applicable local law or is immaterial to the applicable subsidiary. (c) Except as disclosed in Item 4.10(c) of the Company Letter, all Pension Plans which are intended to be tax-qualified have been timely amended to comply with ERISA and the Internal Revenue Code of 1986, as amended (the "Code") and determination letters in respect of such Pension Plans have been received from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the best knowledge of the Company, has revocation been threatened, nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. (d) Except as disclosed in Item 4.10(d) of the Company Letter, each Benefit Plan has been administered in all material respects in conformity with its terms and the applicable requirements of ERISA and the Code and other applicable laws; and all contributions required to be made have been made in accordance with the provisions of each such Benefit Plan and with ERISA and the Code and (vi) each other applicable laws. (e) None of the Company or any of its subsidiaries, or any other person or entity that, together with the Company, is treated as a single employer under Section 414 of the Code, currently maintains or has maintained during the five-year period preceding the date hereof any "defined benefit plan" (within the meaning of Section 3(35) of ERISA) or any "multiemployer plan" (within the meaning of Section 3(37) of ERISA), or has incurred any liability under Title IV of ERISA or to the Pension Benefit Guaranty Corporation that has not been fully paid as of the date hereof. None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder or, to the knowledge of the Company, any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could reasonably be expected to subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Section 502(i) or (1) of ERISA. (f) With respect to any Benefit Plan that is an employee welfare benefit plan, except as disclosed in Item 4.10(f) of the Company Letter, (i) no such Benefit Plan is funded through a "welfare benefits fund", as such term is defined in Section 419(e) of the Code, (ii) each such Benefit Plan that is a "group health plan", as such term is defined in Section 5000(b)(1) of the Code, complies with the applicable requirements of Section 4980B(f) of the Code and (iii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company or any of its subsidiaries on or at any time after the consummation of the OfferEmployee Agreement. (g) With respect to each Benefit Plan, all material reports and information required to be filed with the U.S. Department of Labor, the Internal Revenue Service or each Benefit Plan participant have been timely filed. (h) There is no dispute, arbitration, claim, suit or grievance, pending or threatened, involving a Benefit Plan (other than routine claims for benefits payable under any such plan), and, to the knowledge of the Company, there is no basis for such a claim. (i) Except as disclosed in Item 4.10(i) of the Company Letter, there are no current or former employees holding Shares issued pursuant to the Company's 1979 Non-Qualified Stock Option Plan (the "1979 Stock Option Plan"). Each current or former employee holding any Shares issued pursuant to the 1979 Stock Option Plan has executed on or prior to the date of this Agreement a letter in the form set forth in Item 4.10(i) of the Company Letter (the "Item 4.10(i) Letter"). (j) Item 4.10(j) of the Company Letter sets forth the names of all current officers, directors and employees of the Company and its U.S. subsidiaries, together with each employee's current salary, most recent bonus (excluding sales bonuses), date of birth and date of employment. All salary and wages, vacation pay, bonuses, commissions, sick pay and other benefits earned or due (including contributions due to Benefit Plans) through the date hereof have been paid to employees or former employees or to the Benefit Plans or have been properly accrued in the financial statements of the Company included in the most recent Company Filed SEC Documents. (k) Except as disclosed in Item 4.10(k) of the Company Letter, there are no material controversies, strikes, work stoppages or disputes pending or threatened between the Company and any of its subsidiaries and any current or former employees, no labor union or other collective bargaining unit represents or has ever represented any employee of the Company or any of its subsidiaries and no organizational effort by any labor union or other collective bargaining unit currently is under way or threatened with respect to any employee. A true, complete and correct copy of any applicable collective bargaining agreement has been provided to Parent, and the Company and its subsidiaries are in compliance in all material respects with the terms thereof. (l) The Board of Directors of the Company (or, if appropriate, any committee of the Board of Directors administering the Stock Option Plans (as defined in Section 7.09(a))) has taken such action as is necessary so that, as of the Effective Time, no holder of any award under any Stock Option Plan shall have the right upon exercise of any such award to receive securities of the Company, Sub or Parent or any of its affiliates.

Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Company Filed SEC Documents, since the date of the most recent audited financial statements included in the Company Filed SEC Documents, there has not been any adoption or amendment in any material respect (including any increase or improvements in benefits or coverage) 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, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, excess, supplemental executive compensation, employee stock purchase, stock appreciation, restricted stock or other material employee benefit plan, policy, arrangement or understanding (whether or not in writing) providing benefits to any current or former employee, officer or director Section 4.10 of the Company or any of its subsidiaries (collectively, "Benefit Plans"). Except as disclosed in Item 4.10(a) of the Company Letter, there exist no employment, consulting, severance, termination or indemnification agreements, or any other similar arrangements or understandings (whether or not in writing) between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries. (b) Item 4.10(b) of the Company Letter Disclosure Schedule contains a list of all "“employee pension benefit plans" ” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) (sometimes referred to herein as "“Pension Plans"”), "“employee welfare benefit plans" ” (as defined in Section 3(1) of ERISAERISA and sometimes referred to herein as “Welfare Plans”) and all each other “Benefit Plans Plan” (defined herein as any Pension Plan, Welfare Plan and any other plan, fund, program, arrangement or agreement (including any employment agreement) to provide medical, health, disability, life, bonus, incentive, stock or stock-based right (option, ownership or purchase), retirement, deferred compensation, severance, change in control, salary continuation, vacation, sick leave, incentive insurance, fringe or other benefits) maintained, sponsored or contributed to, or required to be contributed to, by the Company or any of its U.S., Canadian Subsidiaries or Japanese subsidiaries ERISA Affiliates for the benefit of (i) any current or former independent contractors, consultants, agents, employees, officers or directors of the Company or any of such subsidiaries its Subsidiaries or ERISA Affiliates and (ii) any former independent contractors, consultants, agents, employees, officers or directors of the "Subject Benefit Plans")Company or any of its Subsidiaries or ERISA Affiliates who still have benefits payable by the Company or any of its Subsidiaries or ERISA Affiliates. The Company has delivered or made available to Parent true, complete and correct copies of (i) each Subject Benefit Plan Plan, including all amendments thereto (or, in the case of any unwritten Subject Benefit Plans, descriptions thereof), (ii) the three (3) most recent annual report reports on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service IRS with respect to each Subject Benefit Plan (if any such report was required)) with all required attachments, (iii) the most recent actuarial report with respect to summary plan description and all subsequent summaries of material modifications for each Subject Benefit Plan, as applicablePlan for which such summary plan description is required, (iv) the most recent summary plan description (and a summary of material modifications, if applicable) for each Subject Benefit Plan and (v) each trust agreement and group annuity contract Contract relating to any Subject Benefit Plan. Any Benefit Plan that is not a Subject required, (v) the most recent determination letter from the IRS, if any and (vi) copies of the actuarial reports, if required under ERISA, with respect to each Pension Plan for the last three (3) plan years ending prior to the date of this Agreement. To the Company’s Knowledge, each Benefit Plan is either required by has been established, funded, maintained and maintained administered in accordance with applicable local law or its terms and is immaterial to in compliance with the applicable subsidiaryprovisions of ERISA, the Code and all other applicable Laws. There are no amendments to any Benefit Plan, except where required by applicable Law, or the establishment of any new Benefit Plan, that have been adopted or approved nor has the Company or any of its Subsidiaries undertaken or committed to make any such amendments or to adopt or approve any new plans. (cb) Except as disclosed in Item 4.10(c) of the Company Letter, all Pension Plans which are intended to be tax-qualified have been timely amended to comply with ERISA and the Internal Revenue Code of 1986, as amended (the "Code") and determination letters in respect of such All Pension Plans have been received the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the Internal Revenue Service IRS, or a timely application therefor has been filed, to the effect that such Pension Plans are qualified and exempt from Federal federal income taxes under Section 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the best knowledge of the Company, has revocation been threatened, nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costscosts and, no circumstances exist and no events have occurred that could adversely affect the qualification of any Pension Plan or the related trust. No trust funding any Benefit Plan is intended to meet the requirements of Section 501(c)(9) of the Code. (dc) Except as disclosed in Item 4.10(d) of the Company Letter, each Benefit Plan At no time has been administered in all material respects in conformity with its terms and the applicable requirements of ERISA and the Code and other applicable laws; and all contributions required to be made have been made in accordance with the provisions of each such Benefit Plan and with ERISA and the Code and other applicable laws. (e) None of the Company or any of its subsidiaries, or any other person or entity that, together with the Company, is treated as a single employer under Section 414 of the Code, currently maintains or has maintained during the five-year period preceding the date hereof any "defined benefit plan" (within the meaning of Section 3(35) of ERISA) or any "multiemployer plan" (within the meaning of Section 3(37) of ERISA), or has incurred any liability under Title IV of ERISA or to the Pension Benefit Guaranty Corporation that has not been fully paid as of the date hereof. None of the Company, any of its subsidiariesSubsidiaries or any ERISA Affiliate ever, maintained, established, sponsored, participated in or contributed to any Pension Plan that is subject to Title IV of ERISA. “ERISA Affiliate” means, with respect to any entity, trade or business, any officer other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Company Code or any Section 4001(b)(1) of its subsidiaries ERISA that includes or any included the first entity, trade or business, or that is, or was at the relevant time, a member of the Benefit Plans which are subject same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA, including the Pension Plans, any trusts created thereunder or, to the knowledge of . (d) At no time has the Company, any trustee of its Subsidiaries or administrator thereof, has engaged in a "prohibited transaction" (any ERISA Affiliate ever contributed to or been requested to contribute to any “multiemployer pension plan,” as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could reasonably be expected to subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Section 502(i) or (13(37) of ERISA. (fe) With respect to any Benefit Plan that is an employee welfare benefit plan, except as disclosed in Item 4.10(f) of the Company LetterWelfare Plan, (i) no such Benefit Welfare Plan is funded through a "“welfare benefits fund", ,” as such term is defined in Section 419(e) of the Code, (ii) no such Welfare Plan is self insured, and (iii) each such Benefit Welfare Plan that is a "“group health plan", ,” as such term is defined in Section 5000(b)(1) of the Code, complies Code that is maintained by a ERISA Affiliate is in compliance with the applicable requirements of Section 4980B(f) of the Code and Code. (f) Neither the Company, nor any of its Subsidiaries, nor any Person acting on behalf of the Company or its Subsidiaries has made or entered into any legally binding commitment (including loans) with, any current or former directors, officers, employees, consultants or independent contractors of the Company, any of its Subsidiaries or of any ERISA Affiliate to the effect that, following the date hereof, (i) any benefits or compensation provided to such persons under existing Benefit Plans or under any other plan or arrangement will be enhanced or accelerated, (ii) any new plans or arrangements providing benefits or compensation will be adopted, (iii) each such any Benefit Plan (including Plans will be continued for any such Plan covering retirees period of time or other former employees) may cannot be amended or terminated without material at any time or for any reason, (iv) any plans or arrangements provided by Parent will be made available to such employees or (v) any trusts or other funding mechanisms will be required to be funded. (g) Neither the Company, its Subsidiaries or any ERISA Affiliate has any liability to for life, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof with coverage or benefits under Benefit Plans other than Pension Plans, other than as required by Section 4980B of the Code or Part 6 of Title I of ERISA or any other applicable Law. (h) To the Company’s Knowledge, all contributions or premiums owed by the Company or any of its subsidiaries Subsidiaries with respect to Benefit Plans under Law, Contract or otherwise have been made in full and on a timely basis and the Company or at its Subsidiaries are not obligated to contribute with respect to any time after the consummation of the OfferBenefit Plan that involves a retroactive contribution, assessment or funding waiver arrangement. All administrative costs attributable to Benefit Plans have been paid when due. (gi) With respect To the Company’s Knowledge, no Pension Plan or Welfare Plan or any “fiduciary” or “party-in-interest” (as such terms are respectively defined by Sections 3(21) and 3(14) of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 of the Code for which a valid exemption is not available. (j) There are no pending or, to each the Company’s Knowledge, threatened, claims, lawsuits, arbitrations or audits asserted or instituted against any Benefit Plan, all material reports and information required to be filed any fiduciary (as defined by Section 3(21) of ERISA) thereto, the Company, any of its Subsidiaries or any employee or administrator thereof in connection with the U.S. Department existence, operation or administration of Labor, the Internal Revenue Service or each Benefit Plan participant have been timely filed. (h) There is no dispute, arbitration, claim, suit or grievance, pending or threatened, involving a Benefit Plan (Plan, other than routine claims for benefits payable under any such plan), and, to the knowledge of the Company, there is no basis for such a claim. (i) Except as disclosed in Item 4.10(i) of the Company Letter, there are no current or former employees holding Shares issued pursuant to the Company's 1979 Non-Qualified Stock Option Plan (the "1979 Stock Option Plan"). Each current or former employee holding any Shares issued pursuant to the 1979 Stock Option Plan has executed on or prior to the date of this Agreement a letter in the form set forth in Item 4.10(i) of the Company Letter (the "Item 4.10(i) Letter"). (j) Item 4.10(j) of the Company Letter sets forth the names of all current officers, directors and employees of the Company and its U.S. subsidiaries, together with each employee's current salary, most recent bonus (excluding sales bonuses), date of birth and date of employment. All salary and wages, vacation pay, bonuses, commissions, sick pay and other benefits earned or due (including contributions due to Benefit Plans) through the date hereof have been paid to employees or former employees or to the Benefit Plans or have been properly accrued in the financial statements of the Company included in the most recent Company Filed SEC Documentsbenefits. (k) Except as disclosed in Item 4.10(k) Neither the execution and delivery of this Agreement nor the consummation of the Company Lettertransactions contemplated hereby will (either alone or in conjunction with any other event) (i) cause or result in the accelerated vesting, there are no funding or delivery of, or increase the amount or value of, any material controversiespayment or benefit to any employee, strikes, work stoppages officer or disputes pending or threatened between the Company and any of its subsidiaries and any current or former employees, no labor union or other collective bargaining unit represents or has ever represented any employee director of the Company or any of its subsidiaries and Subsidiaries, (ii) cause or result in the funding of any Benefit Plan or (iii) cause or result in a limitation on the right of the Company or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Benefit Plan or related trust. Without limiting the generality of the foregoing, no organizational effort amount paid or payable by the Company or any labor union of its Subsidiaries in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other collective bargaining unit event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. Each currently is outstanding Company Option or similar arrangement on the date of its issuance had an exercise price equal to or greater than the fair market value of Company Common Stock on such date. (l) No amounts payable under way any of the Benefit Plans or threatened any other contract, agreement or arrangement with respect to any employee. A true, complete and correct copy of any applicable collective bargaining agreement has been provided to Parent, and which the Company and or any of its subsidiaries are Subsidiaries may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) of the Code. (m) With respect to each Benefit Plan that is subject to the Laws or applicable customs or rules of relevant jurisdictions other than the United States (each, a “Foreign Plan”): (i) each Foreign Plan is in compliance in all material respects with the applicable provisions of the Laws and regulations regarding employee benefits, mandatory contributions and retirement plans of each jurisdiction in which each such Foreign Plan is maintained, to the extent those Laws are applicable to such Foreign Plan; (ii) each Foreign Plan has been administered at all times and in all material respects in accordance with its terms; (iii) there are no pending investigations by any Governmental Entity involving any Foreign Plan, and no pending claims (except for claims for benefits payable in the normal operation of the Foreign Plans), suits or proceedings against any Foreign Plan or asserting any rights or claims to benefits under any Foreign Plan; (iv) the transactions contemplated by this Agreement, by themselves or in conjunction with any other transactions, create or otherwise result in any material liability, accelerated payment or any enhanced benefits with respect to any Foreign Plan and (v) all liabilities with respect to each Foreign Plan have been funded in accordance with the terms thereof. (l) The Board of Directors such Foreign Plan and have been properly reflected in the financial statements of the Company (or, if appropriate, any committee of the Board of Directors administering the Stock Option Plans (as defined in Section 7.09(a))) has taken such action as is necessary so that, as of the Effective Time, no holder of any award under any Stock Option Plan shall have the right upon exercise of any such award to receive securities of the Company, Sub or Parent or any of and its affiliatesSubsidiaries.

Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Company Filed SEC Documents, since the date of the most recent audited financial statements included in the Company Filed SEC Documents, there has not been any adoption or amendment in any material respect (including any increase or improvements in benefits or coverage) 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, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, excess, supplemental executive compensation, employee stock purchase, stock appreciation, restricted stock or other material employee benefit plan, policy, arrangement or understanding (whether or not in writing) providing benefits to any current or former employee, officer or director Section 4.10 of the Company or any of its subsidiaries (collectively, "Benefit Plans"). Except as disclosed in Item 4.10(a) of the Company Letter, there exist no employment, consulting, severance, termination or indemnification agreements, or any other similar arrangements or understandings (whether or not in writing) between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries. (b) Item 4.10(b) of the Company Letter Disclosure Schedule contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISAERISA and sometimes referred to herein as "Welfare Plans") and all each other "Benefit Plans Plan" (defined herein as any Pension Plan, Welfare Plan and any other plan, fund, program, arrangement or agreement (including any employment or consulting agreement, but excluding any individual stock option or stock purchase agreement entered into pursuant to any of the Company Stock Plans) to provide employees, directors, independent contractors, consultants, officers or agents with medical, health, life, bonus, stock or stock-based right (option, ownership or purchase), retirement, deferred compensation, severance, salary continuation, vacation, sick leave, fringe, incentive insurance or other benefits) maintained, sponsored or contributed to, or required to be contributed to, by the Company or any of its U.S., Canadian or Japanese subsidiaries Subsidiaries for the benefit of any current or former independent contractors, consultants, agents, employees, officers or directors of the Company or any of such subsidiaries (the "Subject Benefit Plans")its Subsidiaries. The Company has delivered or made available to Parent true, complete and correct copies of (i) each Subject Benefit Plan (or, in the case of any unwritten Subject Benefit Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service IRS with respect to each Subject Benefit Plan (if any such report was required), (iii) the most recent actuarial report with respect to summary plan description for each Subject Benefit Plan, as applicablePlan for which such summary plan description is required, (iv) the most recent summary plan description (and a summary of material modifications, if applicable) for each Subject Benefit Plan and (v) each trust agreement and group annuity contract relating to any Subject Benefit Plan; and (v) the most recent determination letter from the IRS, if any. Any To the Knowledge of the Company, each Benefit Plan that is not a Subject Benefit Plan is either required by has been established, funded, maintained and maintained administered in accordance with applicable local law or its terms and is immaterial to in compliance in all material respects with the applicable subsidiaryprovisions of ERISA, the Code and all other applicable Laws. There are no material amendments to any Benefit Plan (or the establishment of any new Benefit Plan) that have been adopted or approved on of after January 1, 2003, nor has the Company or any of its Subsidiaries undertaken or committed on or after January 1, 2003 to make any such amendments or to adopt or approve any new plans unless required by ERISA, the Code or any other applicable Laws. No outstanding Company Option has been amended since the date of grant to extend the period of exercise following termination of the option holder's employment or other service with the Company or any of its Subsidiaries. (cb) Except as disclosed in Item 4.10(c) of the Company Letter, all Pension Plans which are intended to be tax-qualified have been timely amended to comply with ERISA and the Internal Revenue Code of 1986, as amended (the "Code") and determination letters in respect of such All Pension Plans have been received the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the Internal Revenue Service IRS, or a timely application therefor has been filed, to the effect that such Pension Plans are qualified and exempt from Federal federal income taxes under Section 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the best knowledge of the Company, has revocation been threatened, nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs; and, to the Knowledge of the Company, no circumstances exist and no events have occurred that could reasonably be expected to adversely affect the qualification of any Pension Plan or the related trust. No trust funding any Benefit Plan is intended to meet the requirements of Section 501(c)(9) of the Code. (dc) Except as disclosed in Item 4.10(d) of Neither the Company LetterCompany, each Benefit Plan has been administered in all material respects in conformity with its terms and the applicable requirements of ERISA and the Code and other applicable laws; and all contributions required to be made have been made in accordance with the provisions of each such Benefit Plan and with ERISA and the Code and other applicable laws. (e) None of the Company or nor any of its subsidiariesSubsidiaries, or nor any other person or entity Person that, together with the Company, is or was treated as a single employer under Section 414 414(b), (c), (m) or (o) of the CodeCode (the Company and each such other Person a "Commonly Controlled Entity") has (i) maintained, sponsored or been required to contribute to a plan subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code or (ii) been required at any time or is required currently maintains or has maintained during the five-year period preceding the date hereof any "defined benefit plan" (within the meaning of Section 3(35) of ERISA) or to contribute to any "multiemployer plan" (within the meaning of as defined in Section 3(374001(a)(3) of ERISA), or has incurred any liability under Title IV of ERISA or to the Pension Benefit Guaranty Corporation that has not been fully paid as of the date hereof. None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder or, to the knowledge of the Company, any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could reasonably be expected to subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Section 502(i) or (1) of ERISA. (fd) With respect to any Benefit Plan that is an employee welfare benefit plan, except as disclosed in Item 4.10(f) of the Company LetterWelfare Plan, (i) no such Benefit Welfare Plan is funded through a "welfare benefits fund", as such term is defined in Section 419(e) of the Code, (ii) no such Welfare Plan is self-insured, and (iii) each such Benefit Welfare Plan that is a "group health plan", as such term is defined in Section 5000(b)(1) of the Code, Code that is maintained by a Commonly Controlled Entity complies with the applicable requirements of Section 4980B(f) of the Code and Code. (e) Neither the Company, nor any of its Subsidiaries, nor any Person acting on behalf of the Company or its Subsidiaries has made or entered into any legally binding commitment (including loans) with, any current or former directors, officers, employees, consultants or independent contractors of the Company, any of its Subsidiaries or of any Commonly Controlled Entity to the effect that, following the date hereof, (i) any benefits or compensation provided to such persons under existing Benefit Plans or under any other plan or arrangement will be enhanced or accelerated, (ii) any new plans or arrangements providing benefits or compensation will be adopted, (iii) each such any Benefit Plan (including Plans will be continued for any such Plan covering retirees period of time or other former employees) may cannot be amended or terminated without material at any time or for any reason, (iv) any plans or arrangements provided by Parent will be made available to such employees, or (v) any trusts or other funding mechanisms will be required to be funded. (f) Neither the Company, nor its Subsidiaries, nor any Commonly Controlled Entity has any liability to for life, health, medical or other welfare benefits for former employees or beneficiaries or dependents thereof with coverage or benefits under Benefit Plans other than Pension Plans, other than as required by Section 4980B of the Code or Part 6 of Title I of ERISA or any other applicable Law. (g) All contributions or premiums owed by the Company or any of its subsidiaries on or at any time after the consummation of the Offer. (g) With Subsidiaries with respect to each Benefit PlanPlans under Law, all material reports contract or otherwise have been made in full and information required on a timely basis and the Company or its Subsidiaries are not obligated to be filed contribute with the U.S. Department of Labor, the Internal Revenue Service or each respect to any Benefit Plan participant that involves a retroactive contribution, assessment or funding waiver arrangement. All administrative costs attributable to Benefit Plans have been timely filedpaid when due. (h) To the Company's Knowledge, no Pension Plan or Welfare Plan or any "fiduciary" or "party-in-interest" (as such terms are respectively defined by Sections 3(21) and 3(14) of ERISA) thereto has engaged in a transaction prohibited by Section 406 of ERISA or 4975 of the Code for which a valid exemption is not available. (i) There is are no disputepending or, arbitrationto the Company's Knowledge, claim, suit or grievance, pending or threatened, involving claims, lawsuits, arbitrations or audits asserted or instituted against any Benefit Plan, any fiduciary (as defined by Section 3(21) of ERISA) thereto, the Company, any of its Subsidiaries or any employee or administrator thereof in connection with the existence, operation or administration of a Benefit Plan (Plan, other than routine claims for benefits payable under any such plan), and, to the knowledge of the Company, there is no basis for such a claim. (i) Except as disclosed in Item 4.10(i) of the Company Letter, there are no current or former employees holding Shares issued pursuant to the Company's 1979 Non-Qualified Stock Option Plan (the "1979 Stock Option Plan"). Each current or former employee holding any Shares issued pursuant to the 1979 Stock Option Plan has executed on or prior to the date of this Agreement a letter in the form set forth in Item 4.10(i) of the Company Letter (the "Item 4.10(i) Letter")benefits. (j) Item 4.10(jNothing in this Agreement or the transactions contemplated by this Agreement will: (i) trigger a right, whether or not conditioned upon termination of the Company Letter sets forth the names employment or changes in duties or responsibilities, of all current officers, directors and employees of the Company and its U.S. subsidiaries, together with each employee's current salary, most recent bonus (excluding sales bonuses), date of birth and date of employment. All salary and wages, vacation pay, bonuses, commissions, sick pay and other benefits earned or due (including contributions due to Benefit Plans) through the date hereof have been paid to employees or former employees or to the Benefit Plans or have been properly accrued in the financial statements of the Company included in the most recent Company Filed SEC Documents. (k) Except as disclosed in Item 4.10(k) of the Company Letter, there are no material controversies, strikes, work stoppages or disputes pending or threatened between the Company and any of its subsidiaries and any current or former employees, no labor union or other collective bargaining unit represents or has ever represented any employee of the Company or any of its subsidiaries Subsidiaries to severance, deferred compensation or retirement benefits or (ii) trigger a right or payment, whether or not conditioned upon termination of employment or changes in duties or responsibilities, that would be considered a parachute payment within the meaning of Section 280G of the Code or any reimbursement of any excise taxes under Section 4999 of the Code or any income taxes under the Code. (k) Neither the Company nor its Subsidiaries is a party to any labor or collective bargaining agreement. There are no controversies, strikes, work stoppages, slowdowns, lockouts, arbitrations or other material labor disputes pending or, to the Knowledge of the Company, threatened between the Company or its Subsidiaries and any representatives of any of their employees. To the Knowledge of the Company, there are no material organizational effort efforts presently being made involving any of the presently unorganized employees of the Company or its Subsidiaries. There are no pending or, to the Knowledge of the Company, threatened complaints, charges or claims against the Company or any of its Subsidiaries brought or filed with any governmental authority, arbitrator or court based on, arising out of, in connection with or otherwise relating to the employment or termination of employment by any labor union of the Companies or any of its Subsidiaries or, relating to the employees or other collective bargaining unit currently is under way persons providing services to or threatened with respect to on behalf of the Company or any employee. A true, complete and correct copy of any applicable collective bargaining agreement has been provided to Parent, and the its Subsidiaries. (l) The Company and its subsidiaries Subsidiaries are in compliance in all material respects with all Laws and Orders applicable to such entity or the terms thereof. (l) The Board employees or other persons providing services to or on behalf of Directors such entity, as the case may be, relating to the employment of labor, including all such Laws and Orders relating to wages, hours, employment standards, WARN Act, Title VII of the Company (orCivil Rights Act of 1964, if appropriateAge Discrimination in Employment Act, Americans with Disabilities Act, Equal Pay Act, Health Insurance Portability and Accessibility Act, ERISA, Family and Medical Leave Act, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or social security taxes and any committee of the Board of Directors administering the Stock Option Plans (as defined in Section 7.09(a))) has taken such action as is necessary so that, as of the Effective Time, no holder of any award under any Stock Option Plan shall have the right upon exercise of any such award to receive securities of the Company, Sub or Parent or any of its affiliatessimilar tax.

Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Company Filed SEC Documents, since the date of the most recent audited financial statements included in the Company Filed SEC Documents, there has not been any adoption or amendment in any material respect (including any increase or improvements in benefits or coverage) 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, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, excess, supplemental executive compensation, employee stock purchase, stock appreciation, restricted stock or other material employee benefit plan, policy, arrangement or understanding (whether or not in writing) providing benefits to any current or former employee, officer or director Section 4.10 of the Company or any of its subsidiaries (collectively, "Benefit Plans"). Except as disclosed in Item 4.10(a) of the Company Letter, there exist no employment, consulting, severance, termination or indemnification agreements, or any other similar arrangements or understandings (whether or not in writing) between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries. (b) Item 4.10(b) of the Company Letter Disclosure Schedule contains a list of all "“employee pension benefit plans" ” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) (sometimes referred to herein as "“Pension Plans"”), "“employee welfare benefit plans" ” (as defined in Section 3(1) of ERISAERISA and sometimes referred to herein as “Welfare Plans”) and all each other “Benefit Plans Plan” (defined herein as any Pension Plan, Welfare Plan and any other plan, fund, program, arrangement or agreement (including any employment agreement) to provide medical, health, disability, life, bonus, incentive, stock or stock-based right (option, ownership or purchase), retirement, deferred compensation, severance, change in control, salary continuation, vacation, sick leave, incentive insurance, fringe or other benefits) maintained, sponsored or contributed to, or required to be contributed to, by the Company or any of its U.S., Canadian Subsidiaries or Japanese subsidiaries ERISA Affiliates for the benefit of (i) any current or former independent contractors, consultants, agents, employees, officers or directors of the Company or any of such subsidiaries its Subsidiaries or ERISA Affiliates and (ii) any former independent contractors, consultants, agents, employees, officers or directors of the "Subject Benefit Plans")Company or any of its Subsidiaries or ERISA Affiliates who still have benefits payable by the Company or any of its Subsidiaries or ERISA Affiliates. The Company has delivered or made available to Parent true, complete and correct copies of (i) each Subject Benefit Plan Plan, including all amendments thereto (or, in the case of any unwritten Subject Benefit Plans, descriptions thereof), (ii) the three (3) most recent annual report reports on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service IRS with respect to each Subject Benefit Plan (if any such report was required)) with all required attachments, (iii) the most recent actuarial report with respect to summary plan description and all subsequent summaries of material modifications for each Subject Benefit Plan, as applicablePlan for which such summary plan description is required, (iv) the most recent summary plan description (and a summary of material modifications, if applicable) for each Subject Benefit Plan and (v) each trust agreement and group annuity contract Contract relating to any Subject Benefit Plan. Any Benefit Plan that is not a Subject required, (v) the most recent determination letter from the IRS, if any and (vi) copies of the actuarial reports, if required under ERISA, with respect to each Pension Plan for the last three (3) plan years ending prior to the date of this Agreement. To the Company’s Knowledge, each Benefit Plan is either required by has been established, funded, maintained and maintained administered in accordance with applicable local law or its terms and is immaterial to in compliance with the applicable subsidiaryprovisions of ERISA, the Code and all other applicable Laws. There are no amendments to any Benefit Plan, except where required by applicable Law, or the establishment of any new Benefit Plan, that have been adopted or approved nor has the Company or any of its Subsidiaries undertaken or committed to make any such amendments or to adopt or approve any new plans. (cb) Except as disclosed in Item 4.10(c) of the Company Letter, all Pension Plans which are intended to be tax-qualified have been timely amended to comply with ERISA and the Internal Revenue Code of 1986, as amended (the "Code") and determination letters in respect of such All Pension Plans have been received the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the Internal Revenue Service IRS, or a timely application therefor has been filed, to the effect that such Pension Plans are qualified and exempt from Federal federal income taxes under Section 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the best knowledge of the Company, has revocation been threatened, nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costscosts and, no circumstances exist and no events have occurred that could adversely affect the qualification of any Pension Plan or the related trust. No trust funding any Benefit Plan is intended to meet the requirements of Section 501(c)(9) of the Code. (dc) Except as disclosed in Item 4.10(d) of the Company Letter, each Benefit Plan At no time has been administered in all material respects in conformity with its terms and the applicable requirements of ERISA and the Code and other applicable laws; and all contributions required to be made have been made in accordance with the provisions of each such Benefit Plan and with ERISA and the Code and other applicable laws. (e) None of the Company or any of its subsidiaries, or any other person or entity that, together with the Company, is treated as a single employer under Section 414 of the Code, currently maintains or has maintained during the five-year period preceding the date hereof any "defined benefit plan" (within the meaning of Section 3(35) of ERISA) or any "multiemployer plan" (within the meaning of Section 3(37) of ERISA), or has incurred any liability under Title IV of ERISA or to the Pension Benefit Guaranty Corporation that has not been fully paid as of the date hereof. None of the Company, any of its subsidiariesSubsidiaries or any ERISA Affiliate ever, maintained, established, sponsored, participated in or contributed to any Pension Plan that is subject to Title IV of ERISA. “ERISA Affiliate” means, with respect to any entity, trade or business, any officer other entity, trade or business that is, or was at the relevant time, a member of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder or, to the knowledge of the Company, any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined group described in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could reasonably be expected to subject the Company414(b), any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Section 502(i(c), (m) or (1o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA. (f) With respect to any Benefit Plan that is an employee welfare benefit plan, except as disclosed in Item 4.10(f) of the Company Letter, (i) no such Benefit Plan is funded through a "welfare benefits fund", as such term is defined in Section 419(e) of the Code, (ii) each such Benefit Plan that is a "group health plan", as such term is defined in Section 5000(b)(1) of the Code, complies with the applicable requirements of Section 4980B(f) of the Code and (iii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company or any of its subsidiaries on or at any time after the consummation of the Offer. (g) With respect to each Benefit Plan, all material reports and information required to be filed with the U.S. Department of Labor, the Internal Revenue Service or each Benefit Plan participant have been timely filed. (h) There is no dispute, arbitration, claim, suit or grievance, pending or threatened, involving a Benefit Plan (other than routine claims for benefits payable under any such plan), and, to the knowledge of the Company, there is no basis for such a claim. (i) Except as disclosed in Item 4.10(i) of the Company Letter, there are no current or former employees holding Shares issued pursuant to the Company's 1979 Non-Qualified Stock Option Plan (the "1979 Stock Option Plan"). Each current or former employee holding any Shares issued pursuant to the 1979 Stock Option Plan has executed on or prior to the date of this Agreement a letter in the form set forth in Item 4.10(i) of the Company Letter (the "Item 4.10(i) Letter"). (j) Item 4.10(j) of the Company Letter sets forth the names of all current officers, directors and employees of the Company and its U.S. subsidiaries, together with each employee's current salary, most recent bonus (excluding sales bonuses), date of birth and date of employment. All salary and wages, vacation pay, bonuses, commissions, sick pay and other benefits earned or due (including contributions due to Benefit Plans) through the date hereof have been paid to employees or former employees or to the Benefit Plans or have been properly accrued in the financial statements of the Company included in the most recent Company Filed SEC Documents. (k) Except as disclosed in Item 4.10(k) of the Company Letter, there are no material controversies, strikes, work stoppages or disputes pending or threatened between the Company and any of its subsidiaries and any current or former employees, no labor union or other collective bargaining unit represents or has ever represented any employee of the Company or any of its subsidiaries and no organizational effort by any labor union or other collective bargaining unit currently is under way or threatened with respect to any employee. A true, complete and correct copy of any applicable collective bargaining agreement has been provided to Parent, and the Company and its subsidiaries are in compliance in all material respects with the terms thereof. (l) The Board of Directors of the Company (or, if appropriate, any committee of the Board of Directors administering the Stock Option Plans (as defined in Section 7.09(a))) has taken such action as is necessary so that, as of the Effective Time, no holder of any award under any Stock Option Plan shall have the right upon exercise of any such award to receive securities of the Company, Sub or Parent or any of its affiliates.

Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Company Filed SEC Documents, since the date of the most recent audited financial statements included in the Company Filed SEC Documents, there has not been any adoption or amendment in any material respect (including any increase or improvements in benefits or coverage) 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, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, excess, supplemental executive compensation, employee stock purchase, stock appreciation, restricted stock or other material employee benefit plan, policy, arrangement or understanding (whether or not in writing) providing benefits to any current or former employee, officer or director of the Company or any of its subsidiaries (collectively, "Benefit Plans"). Except as disclosed in Item Section 4.10(a) of the Company Letter, there exist no employment, consulting, severance, termination or indemnification agreements, or any other similar arrangements or understandings (whether or not in writing) between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries. (b) Item 4.10(b) of the Company Letter Activision Disclosure Schedule contains a list of all "“employee pension benefit plans" ” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) (sometimes referred to herein as "“Activision Pension Plans"”), "material “employee welfare benefit plans" ” (as defined in Section 3(1) of ERISAERISA and referred to herein as “Activision Welfare Plans”) and all each other material “Activision Benefit Plans Plan” (defined herein as any Activision Pension Plan, Activision Welfare Plan and any other plan, fund, program, policy, practice, arrangement or agreement (including any employment agreement) to provide medical, health, disability or life insurance, bonus, incentive compensation, stock or stock-based right (option, ownership or purchase), retirement, deferred compensation, profit sharing, severance, change in control, salary continuation, termination pay, vacation, sick leave, incentive insurance, fringe or other benefits) maintained, sponsored established, sponsored, participated in, contributed to, or required to be contributed to, by the Company Activision or any of its U.S.Subsidiaries or, Canadian or Japanese subsidiaries with respect to Activision Pension Plans, its ERISA Affiliates, for the benefit of (1) any current or former independent contractors, consultants, agents, employees, officers or directors of the Company Activision or any of such subsidiaries its Subsidiaries or, with respect to Activision Pension Plans, its ERISA Affiliates and/or (the "Subject Benefit 2) any former independent contractors, consultants, agents, employees, officers or directors of Activision or any of its Subsidiaries or, with respect to Activision Pension Plans", its ERISA Affiliates who still have benefits payable by Activision or any of its Subsidiaries or, with respect to Activision Pension Plans, its ERISA Affiliates, or with respect to which Activision or any of its Subsidiaries or, with respect to Activision Pension Plans, its ERISA Affiliates has or may have any liability (contingent or otherwise). The Company Activision has delivered made available to Parent Vivendi true, complete and correct copies of (i) each Subject Activision Benefit Plan Plan, including all amendments thereto (or, in the case of any unwritten Subject Activision Benefit Plans, descriptions thereof), (ii) the three (3) most recent annual report reports on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service IRS with respect to each Subject Activision Benefit Plan (if any such report was required)) with all required attachments, (iii) the most recent summary plan description and all subsequent summaries of material modifications for each Activision Benefit Plan for which such summary plan description is required, (iv) each trust agreement, group annuity Contract and other documents relating to the funding or payment of benefits relating to any Activision Benefit Plan, (v) the most recent determination letter from the IRS, if any and (vi) copies of the actuarial report reports, if any, with respect to each Subject Activision Benefit Plan for the last three (3) plan years ending prior to the date of this Agreement. To Activision’s Knowledge, each Activision Benefit Plan has been established, funded, maintained and administered in all material respects in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws. There are no amendments to any Activision Benefit Plan, as applicableexcept where required by applicable Law, (iv) or the most recent summary plan description (and a summary establishment of material modifications, if applicable) for each Subject Benefit Plan and (v) each trust agreement and group annuity contract relating to any Subject new Activision Benefit Plan. Any Benefit Plan , that is not a Subject Benefit Plan is either required by and maintained in accordance with applicable local law have been adopted or is immaterial approved nor has Activision or any of its Subsidiaries undertaken or committed to the applicable subsidiarymake any such amendments or to adopt or approve any new plans. (cb) Except as disclosed in Item 4.10(c) of the Company Letter, all Pension Plans which are intended to be tax-qualified have been timely amended to comply with ERISA and the Internal Revenue Code of 1986, as amended (the "Code") and determination letters in respect of such All Activision Pension Plans have been received the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the Internal Revenue Service IRS, or a timely application therefor has been filed, to the effect that such Activision Pension Plans are qualified and exempt from Federal federal income taxes under Section 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the best knowledge of the Company, has revocation been threatened, nor has any such Activision Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would could reasonably be expected to adversely affect its qualification or materially increase its costs. (d) Except as disclosed in Item 4.10(d) of the Company Letter, each Benefit Plan has been administered in all material respects in conformity with its terms and the applicable requirements of ERISA no circumstances exist and the Code and other applicable laws; and all contributions required to be made no events have been made in accordance with the provisions of each such Benefit Plan and with ERISA and the Code and other applicable laws. (e) None of the Company or any of its subsidiaries, or any other person or entity that, together with the Company, is treated as a single employer under Section 414 of the Code, currently maintains or has maintained during the five-year period preceding the date hereof any "defined benefit plan" (within the meaning of Section 3(35) of ERISA) or any "multiemployer plan" (within the meaning of Section 3(37) of ERISA), or has incurred any liability under Title IV of ERISA or to the Pension Benefit Guaranty Corporation that has not been fully paid as of the date hereof. None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder or, to the knowledge of the Company, any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility occurred that could reasonably be expected to subject adversely affect the Companyqualification of any Activision Pension Plan or the related trust. No trust funding any Activision Benefit Plan is intended to meet the requirements of Section 501(c)(9) of the Code. (c) At no time has Activision, any of its subsidiaries or any officer of the Company Subsidiaries or any of its subsidiaries ERISA Affiliates ever, maintained, established, sponsored, participated in or contributed to any material tax or penalty on prohibited transactions imposed by such Section 4975 or Activision Pension Plan that is subject to Title IV of ERISA. “ERISA Affiliate” means, with respect to any material liability under entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 502(i414(b), (c), (m) or (1o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA. (f) With respect to any Benefit Plan that is an employee welfare benefit plan, except as disclosed in Item 4.10(f) of the Company Letter, (i) no such Benefit Plan is funded through a "welfare benefits fund", as such term is defined in Section 419(e) of the Code, (ii) each such Benefit Plan that is a "group health plan", as such term is defined in Section 5000(b)(1) of the Code, complies with the applicable requirements of Section 4980B(f) of the Code and (iii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company or any of its subsidiaries on or at any time after the consummation of the Offer. (g) With respect to each Benefit Plan, all material reports and information required to be filed with the U.S. Department of Labor, the Internal Revenue Service or each Benefit Plan participant have been timely filed. (h) There is no dispute, arbitration, claim, suit or grievance, pending or threatened, involving a Benefit Plan (other than routine claims for benefits payable under any such plan), and, to the knowledge of the Company, there is no basis for such a claim. (i) Except as disclosed in Item 4.10(i) of the Company Letter, there are no current or former employees holding Shares issued pursuant to the Company's 1979 Non-Qualified Stock Option Plan (the "1979 Stock Option Plan"). Each current or former employee holding any Shares issued pursuant to the 1979 Stock Option Plan has executed on or prior to the date of this Agreement a letter in the form set forth in Item 4.10(i) of the Company Letter (the "Item 4.10(i) Letter"). (j) Item 4.10(j) of the Company Letter sets forth the names of all current officers, directors and employees of the Company and its U.S. subsidiaries, together with each employee's current salary, most recent bonus (excluding sales bonuses), date of birth and date of employment. All salary and wages, vacation pay, bonuses, commissions, sick pay and other benefits earned or due (including contributions due to Benefit Plans) through the date hereof have been paid to employees or former employees or to the Benefit Plans or have been properly accrued in the financial statements of the Company included in the most recent Company Filed SEC Documents. (k) Except as disclosed in Item 4.10(k) of the Company Letter, there are no material controversies, strikes, work stoppages or disputes pending or threatened between the Company and any of its subsidiaries and any current or former employees, no labor union or other collective bargaining unit represents or has ever represented any employee of the Company or any of its subsidiaries and no organizational effort by any labor union or other collective bargaining unit currently is under way or threatened with respect to any employee. A true, complete and correct copy of any applicable collective bargaining agreement has been provided to Parent, and the Company and its subsidiaries are in compliance in all material respects with the terms thereof. (l) The Board of Directors of the Company (or, if appropriate, any committee of the Board of Directors administering the Stock Option Plans (as defined in Section 7.09(a))) has taken such action as is necessary so that, as of the Effective Time, no holder of any award under any Stock Option Plan shall have the right upon exercise of any such award to receive securities of the Company, Sub or Parent or any of its affiliates.

Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Company Filed SEC Documents, since the date of the most recent audited financial statements included in the Company Filed SEC DocumentsDecember 31, 2003, there has not been any adoption or amendment in any material respect (including any material increase or improvements in benefits or coverage) 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, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, excess, supplemental executive compensation, employee stock purchase, stock appreciation, restricted stock or other material employee benefit plan, policy, arrangement or understanding (whether or not in writing) providing benefits to any current or former employee, officer or director of the Company or any of its subsidiaries (collectively, "Benefit Plans"Plan). Except as disclosed in Item 4.10(a) of the Company LetterFiled SEC Documents, there exist no employment, consulting, severance, termination employment or indemnification consulting agreements, or any other similar arrangements or understandings (whether or not in writing) ), between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries. (b) Item 4.10(bSection 4.12(b) of the Company Letter contains a list of all "Disclosure Schedule lists each “employee pension benefit plans" plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA")”) (sometimes referred to herein as "“Pension Plans"”), "“employee welfare benefit plans" plan” (as defined in Section 3(1) of ERISA), and each bonus, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change of control, disability, death benefit, hospitalization, medical, fringe benefit, excess benefit, supplemental executive compensation, stock appreciation, restricted stock, indemnification, collective bargaining agreement or other material employee benefit plan, policy, agreement, arrangement or understanding (whether or not in writing) and all other Benefit Plans maintainedproviding benefits to any current or former employee, sponsored officer, director or contributed to, by independent contractor of the Company or any of its U.S., Canadian subsidiaries or Japanese subsidiaries for any entity that is or required under Section 414 of the benefit of any current Code to be treated with the Company as a single employer (an “ERISA Affiliate”) or former employees, officers or directors of with respect to which the Company or any of such subsidiaries ERISA Affiliate could have any material liability (collectively, the "Subject “Benefit Plans"”). The Company has delivered provided to Parent true, complete and correct copies of (i) each Subject Benefit Plan (or, in the case of any unwritten Subject Benefit Plans, descriptions thereof)) and each employment and consulting agreement, arrangement or understanding between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries, (ii) the most recent annual report on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service with respect to each Subject Benefit Plan (if any such report was required), (iii) the most recent actuarial report with respect to each Subject Benefit Plan, as applicable, (iv) the most recent summary plan description (and a summary of material modifications, if applicable) for each Subject Benefit Plan and Plan, (v) each trust agreement and group annuity contract relating to any Subject Benefit Plan. Any , and (vi) the most recent determination or opinion letter, if any, issued with respect to such Benefit Plan that is not a Subject Benefit Plan is either required by and maintained in accordance with applicable local law or is immaterial to the applicable subsidiaryPlan. (c) Except as disclosed Each Benefit Plan has been administered in Item 4.10(call material respects in accordance with its terms and the applicable requirements of ERISA, the Code and all other applicable laws. No event has occurred and to the knowledge of the Company there exists no condition or set of conditions in connection with the Benefit Plans that could have a Material Adverse Effect on, or give rise to material liability to, the Company or any ERISA Affiliate under ERISA, the Code or any other applicable law. (d) Each Pension Plan intended to be qualified under Section 401(a) of the Company Letter, all Pension Plans which are intended to be tax-qualified have Code has been timely amended to comply with ERISA and the Internal Revenue Code subject of 1986, as amended (the "Code") and a determination letters in respect of such Pension Plans have been received letter from the Internal Revenue Service to the effect that such Pension Plans are Plan is so qualified and exempt from Federal income taxes under all currently applicable provisions of Section 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the best knowledge of the Company, has revocation been threatened, nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. (d) Except as disclosed in Item 4.10(d) of the Company Letter, each Benefit Plan has been administered in all material respects in conformity with its terms and the applicable requirements of ERISA and the Code and other applicable laws; and all contributions required to be made have been made in accordance with the provisions of each such Benefit Plan and with ERISA and the Code and other applicable laws. (e) None of the Company or any of its subsidiaries, or any other person or entity that, together with the Company, is treated as a single employer under Section 414 of the Code, currently maintains or has maintained during the five-year period preceding the date hereof any "defined benefit plan" (within the meaning of Section 3(35) of ERISA) or any "multiemployer plan" (within the meaning of Section 3(37) of ERISA), or has incurred any liability under Title IV of ERISA or to the Pension Benefit Guaranty Corporation that has not been fully paid as of the date hereof. None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder orand, to the knowledge of the Company, no circumstances exist that would adversely affect the qualification of any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could reasonably be expected to subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Section 502(i) or (1) of ERISAPension Plan. (fe) With respect to any Benefit Plan that is an employee welfare benefit plan, except as disclosed in Item 4.10(f) of the Company Letter, (i) no such No Benefit Plan is funded through a "welfare benefits fund", as such term is defined in subject to Section 419(e) of the Code, (ii) each such Benefit Plan that is a "group health plan", as such term is defined in Section 5000(b)(1) of the Code, complies with the applicable requirements of Section 4980B(f) 412 of the Code and (iii) each such or Title IV of ERISA. Each Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company or any ERISA Affiliate. (f) Neither the Company nor any ERISA Affiliate currently sponsors, contributes to, maintains or has any liability (whether contingent or otherwise) under a “multiemployer plan” (as defined in Section 4001(a)(3) of its subsidiaries on or at any time after the consummation of the OfferERISA). (g) With Parent, and its affiliates, including on and after the Effective Time, the Company and any subsidiary, shall have no liability for, under, with respect to each or otherwise in connection with any Benefit Plan, all material reports and information required to be filed which liability arises under ERISA or the Code, by virtue of the Company or any of its subsidiary being aggregated, with the U.S. Department of Labor, the Internal Revenue Service or each Benefit Plan participant have been timely filed. (h) There any other person that is no dispute, arbitration, claim, suit or grievance, pending or threatened, involving a Benefit Plan an ERISA Affiliate (other than routine claims for benefits payable under any such planwith the Company or a subsidiary), and, in a controlled group or affiliated service group for purposes of ERISA or the Code at any relevant time prior to the knowledge of the Company, there is no basis for such a claimEffective Time. (i) Except as disclosed in Item 4.10(i) of the Company Letter, there are no current or former employees holding Shares issued pursuant to the Company's 1979 Non-Qualified Stock Option Plan (the "1979 Stock Option Plan"). Each current or former employee holding any Shares issued pursuant to the 1979 Stock Option Plan has executed on or prior to the date of this Agreement a letter in the form set forth in Item 4.10(i) of the Company Letter (the "Item 4.10(i) Letter"). (j) Item 4.10(j) of the Company Letter sets forth the names of all current officers, directors and employees of the Company and its U.S. subsidiaries, together with each employee's current salary, most recent bonus (excluding sales bonuses), date of birth and date of employment. All salary and wages, vacation pay, bonuses, commissions, sick pay and other benefits earned or due (including contributions due to Benefit Plans) through the date hereof have been paid to employees or former employees or to the Benefit Plans or have been properly accrued in the financial statements of the Company included in the most recent Company Filed SEC Documents. (k) Except as disclosed in Item 4.10(k) of the Company Letter, there There are no material controversies, strikes, work stoppages or disputes pending or threatened between the Company and or any of its subsidiaries and any current or former employees, (ii) no labor union or other collective bargaining unit represents or has ever represented any employee of the Company or any of its subsidiaries with respect to employment by the Company or such subsidiary and (iii) no organizational effort by any labor union or other collective bargaining unit currently is under way or threatened with respect to any employee. A true, complete and correct copy of any applicable collective bargaining agreement has been provided to Parent, and the Company and its subsidiaries are in compliance in all material respects with the terms thereof. (li) The Board of Directors Section 4.12(i) of the Company (orDisclosure Schedule lists each employment, if appropriateseverance, consulting or other contract or plan with or for the benefit of any committee officer, director, employee or agent of the Board Company or any subsidiary with a “change of Directors administering the Stock Option Plans control” provision that provides for any payment, additional benefits, vesting or acceleration of benefits or rights or otherwise upon such an event. (j) Except as defined in set forth on Section 7.09(a))4.12(i) has taken such action as is necessary so that, as of the Effective TimeCompany Disclosure Schedule, no holder neither the execution and delivery of any award under any Stock Option Plan shall have this Agreement nor the right upon exercise of any such award to receive securities consummation of the Companytransactions contemplated hereby, Sub including the Merger, will (either alone or Parent in conjunction with any other event, such as termination of employment) (i) result in any material payment (including, without limitation, severance, unemployment compensation, “parachute” or otherwise) becoming due to any director or any employee of the Company or any of its affiliatessubsidiaries or affiliates from the Company or any of its subsidiaries or affiliates under any Benefit Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Benefit Plan or (iii) result in any acceleration of the time of payment or vesting of any material benefits.

Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Company Filed SEC DocumentsDocuments or Item 4.10(a) of the Company Letter, since the date of the most recent audited financial statements included in the Company Filed SEC Documents, there has not been any adoption or amendment in any material respect (including any increase or improvements in benefits or coverage) 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, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, excess, excess supplemental executive compensation, employee stock purchase, stock appreciation, restricted stock or other material employee benefit plan, policy, arrangement or understanding (whether or not in writing) providing benefits to any current or former employee, officer or director of the Company or any of its subsidiaries (collectively, "Benefit Plans"); provided that, with respect to any Benefit Plans sponsored by a subsidiary of the Company, the foregoing representation is limited to the actual knowledge of the Company. Except as disclosed in Item 4.10(a) of the Company Letter, there exist no employment, consulting, severance, termination or indemnification agreements, or any other similar arrangements or understandings (whether or not in writing) between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries. (b) Item 4.10(b) of the Company Letter contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other Benefit Plans maintained, sponsored or contributed to, by the Company or any of its U.S., Canadian or Japanese subsidiaries for the benefit of any current or former employees, officers or directors of the Company or any of such subsidiaries (the "Subject Benefit Plans"). The Company has delivered to Parent true; provided that, complete and correct copies of (i) each Subject Benefit Plan (or, in the case of any unwritten Subject Benefit Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service with respect to each Subject Benefit Plan (if any such report was required), (iii) the most recent actuarial report with respect to each Subject Benefit Plan, as applicable, (iv) the most recent summary plan description (and a summary of material modifications, if applicable) for each Subject Benefit Plan and (v) each trust agreement and group annuity contract relating to any Subject Benefit Plan. Any Benefit Plan that is not Plans sponsored by a subsidiary of the Company ("Subsidiary Subject Benefit Plan Plans"), the foregoing representation is either required by and maintained in accordance with applicable local law or is immaterial limited to the applicable subsidiaryactual knowledge of the Company. (c) Except as disclosed in Item 4.10(c) of the Company Letter, all Pension Plans listed in Item 4.10(b) of the Company Letter which are intended to be tax-qualified have been timely amended to comply with ERISA and the Internal Revenue Code of 1986, as amended (the "Code") ), including changes required by the Unemployment Compensation Amendments of 1992 and the Omnibus Budget Reconciliation Act of 1993, and determination letters in respect of such Pension Plans have been received from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the best knowledge of the Company, has revocation been threatened, nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. With respect to any Pension Plan maintained by a subsidiary of the Company, the representation set forth in the preceding sentence is limited to the actual knowledge of the Company. (d) Except as disclosed in Item 4.10(d) of the Company Letter, each Benefit Plan has been administered in all material respects in conformity with its terms and the applicable requirements of ERISA and the Code and other applicable laws; and all contributions required to be made have been made in accordance with the provisions of each such Benefit Plan and with ERISA and the Code and other applicable laws. (e) None of the Company or any of its subsidiaries, or any other person or entity that, together with the Company, is treated as a single employer under Section 414 of the Code, currently maintains or has maintained during the five-year period preceding the date hereof any "defined benefit plan" (within the meaning of Section 3(35) of ERISA) or any "multiemployer plan" (within the meaning of Section 3(37) of ERISA), or has incurred any liability under Title IV of ERISA or to the Pension Benefit Guaranty Corporation that has not been fully paid as of the date hereof. None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Benefit Plans which are subject to ERISA, including the Pension Plans, any trusts created thereunder or, to the knowledge of the Company, any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could reasonably be expected to subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Section 502(i) or (1) of ERISA. (f) With respect to any Benefit Plan that is an employee welfare benefit plan, except as disclosed in Item 4.10(f) of the Company Letter, (i) no such Benefit Plan is funded through a "welfare benefits fund", as such term is defined in Section 419(e) of the Code, (ii) each such Benefit Plan that is a "group health plan", as such term is defined in Section 5000(b)(1) of the Code, complies with the applicable requirements of Section 4980B(f) of the Code and (iii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company or any of its subsidiaries on or at any time after the consummation of the Offer. (g) With respect to each Benefit Plan, all material reports and information required to be filed with the U.S. Department of Labor, the Internal Revenue Service or each Benefit Plan participant have been timely filed. (h) There is no dispute, arbitration, claim, suit or grievance, pending or threatened, involving a Benefit Plan (other than routine claims for benefits payable under any such plan), and, to the knowledge of the Company, there is no basis for such a claim. (i) Except as disclosed in Item 4.10(i) of the Company Letter, there are no current or former employees holding Shares issued pursuant to the Company's 1979 Non-Qualified Stock Option Plan (the "1979 Stock Option Plan"). Each current or former employee holding any Shares issued pursuant to the 1979 Stock Option Plan has executed on or prior to the date of this Agreement a letter in the form set forth in Item 4.10(i) of the Company Letter (the "Item 4.10(i) Letter"). (j) Item 4.10(j) of the Company Letter sets forth the names of all current officers, directors and employees of the Company and its U.S. subsidiaries, together with each employee's current salary, most recent bonus (excluding sales bonuses), date of birth and date of employment. All salary and wages, vacation pay, bonuses, commissions, sick pay and other benefits earned or due (including contributions due to Benefit Plans) through the date hereof have been paid to employees or former employees or to the Benefit Plans or have been properly accrued in the financial statements of the Company included in the most recent Company Filed SEC Documents. (k) Except as disclosed in Item 4.10(k) of the Company Letter, there are no material controversies, strikes, work stoppages or disputes pending or threatened between the Company and any of its subsidiaries and any current or former employees, no labor union or other collective bargaining unit represents or has ever represented any employee of the Company or any of its subsidiaries and no organizational effort by any labor union or other collective bargaining unit currently is under way or threatened with respect to any employee. A true, complete and correct copy of any applicable collective bargaining agreement has been provided to Parent, and the Company and its subsidiaries are in compliance in all material respects with the terms thereof. (l) The Board of Directors of the Company (or, if appropriate, any committee of the Board of Directors administering the Stock Option Plans (as defined in Section 7.09(a))) has taken such action as is necessary so that, as of the Effective Time, no holder of any award under any Stock Option Plan shall have the right upon exercise of any such award to receive securities of the Company, Sub or Parent or any of its affiliates.

Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in Schedule 3.21(a) hereto sets forth a complete and correct list of all material “employee benefit plans” within the Company Filed SEC Documentsmeaning of Section 3(3) of ERISA, since the date of the most recent audited financial statements included in the Company Filed SEC Documentsand all bonus or other cash or other incentive compensation, there has not been any adoption or amendment in any material respect (including any increase or improvements in benefits or coverage) by the Company or any of its subsidiaries of any collective bargaining agreement or any bonussalary continuation, employment, change-of-control, severance, retention, retirement, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, excess, supplemental executive compensation, employee stock purchase, stock appreciation, restricted stock sick pay or paid time off and all other material employee benefit planor compensation plans, policyprograms, arrangement contracts, policies, agreements or understanding arrangements (whether written or not in writingunwritten, insured or self-insured) providing benefits established, maintained, sponsored or contributed to (or with respect to which any current obligation to contribute has been undertaken) by the Business or former employee, officer or director an ERISA Affiliate for the benefit of the Company any Employee or any beneficiary thereof (other than “multiemployer plans” within the meaning of its subsidiaries (collectively, "Benefit Plans"). Except as disclosed in Item 4.10(aSections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Company LetterCode), there exist no employment(each a “Benefit Plan,” and collectively, consulting, severance, termination the “Benefit Plans”) and “multiemployer plans” within the meaning of Sections 3(37) or indemnification agreements, 4001(a)(3) of ERISA or Section 414(f) of the Code contributed to by the Business or an ERISA Affiliate for the benefit of any Employee or any other similar arrangements or understandings beneficiary thereof (whether or not in writing) between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries“Multiemployer Plans”). (b) Item 4.10(b) of The Sellers have provided to the Company Letter contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other Benefit Plans maintained, sponsored or contributed to, by the Company or any of its U.S., Canadian or Japanese subsidiaries for the benefit of any current or former employees, officers or directors of the Company or any of such subsidiaries (the "Subject Benefit Plans"). The Company has delivered to Parent true, complete and correct copies of Parent: (i) copies of all governing plan documents setting forth the terms of each Subject Benefit Plan (orPlan, in the case of any unwritten Subject Benefit Plans, descriptions thereof), including all amendments thereto and all related trust documents; (ii) the most recent annual report on Form 5500 (and related schedules and financial statements or opinions summary plan description, if any, required in connection therewith) filed with the Internal Revenue Service under ERISA with respect to each Subject Benefit Plan (if any such report was required), Plan; (iii) the most recent actuarial report Internal Revenue Service determination letter (or in the case of a master or prototype plan, a favorable opinion letter or in the case of a volume submitter plan, a favorable advisory letter) issued with respect to each Subject Benefit Plan, as applicable, Plan intended to be qualified under Section 401(a) of the Code; (iv) all material filings under the most recent summary plan description (and a summary Internal Revenue Service Employee Plans Compliance Resolution System program or the Department of material modifications, if applicable) for each Subject Benefit Labor’s Delinquent Filer Voluntary Compliance Program that relate to Qualified Plan accounts or accrued benefits of the Employees; and (v) each trust agreement all material written communications between a Seller or an Affiliate thereof and group annuity contract relating to an Employee and which describe or provide for any Subject Benefit Plan. Any Benefit Plan benefits that is not a Subject Benefit Plan is either required by and maintained in accordance with applicable local law or is immaterial to differ from the benefits provided for under the terms of the applicable subsidiaryBenefit Plans. (c) Except as disclosed in Item 4.10(c) Neither the Business nor any ERISA Affiliate has any binding obligation arising from any communication to any employee, officer or other service provider of the Company LetterBusiness (whether current, all Pension Plans which are intended former or retired) or to be tax-qualified have been timely amended any other Person to comply with ERISA and the Internal Revenue Code of 1986materially modify any Benefit Plan or to establish or implement any other material benefit plan, as amended (the "Code") and determination letters in respect of such Pension Plans have been received from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a)program, respectively, or arrangement covering any of the Code, and no such determination letter has been revoked nor, to the best knowledge of the Company, has revocation been threatened, nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costsEmployees. (d) Except as disclosed in Item 4.10(d) There is no Benefit Plan that is or, during the six year period preceding the date of this Agreement, has been subject to Section 412 or 430 of the Company LetterCode, Section 302 or 303 of ERISA or Title IV of ERISA or subject to Sections 4063, 4064 or 4069 of ERISA. (e) No Benefit Plan provides post-retirement or post-termination health or welfare benefits to any employee, officer or other service provider of the Business (whether current, former or retired) or any beneficiary thereof, except as required under COBRA, and to the extent any such health or welfare benefits are provided pursuant to a Benefit Plan that is set forth in Schedule 3.21(e), no binding commitments or obligations exist regarding such health or welfare benefits other than as set forth in the Benefit Plans and Labor Agreements. (f) Except where it would not reasonably be expected to result in liability to the Purchaser, each Benefit Plan has been administered maintained and operated in all material respects in conformity accordance with its terms and the applicable requirements of Law, including ERISA and the Code and other applicable laws; and all contributions required to be made have been made in accordance with the provisions of each such Benefit Plan and with ERISA and the Code and other applicable lawsCode. (eg) None Except where it would not reasonably be expected to result in liability to the Purchaser, (i) each Benefit Plan that is intended to be qualified under Section 401(a) of the Company Code (a “Qualified Plan”) has received, from the Internal Revenue Service, a favorable determination letter (or any in the case of a master or prototype plan, a favorable opinion letter or in the case of a volume submitter plan, a favorable advisory letter) as to its subsidiaries, or any other person or entity that, together with the Company, is treated as a single employer qualification under Section 414 401(a) of the Code, currently maintains and (ii) neither the Sellers nor any Responsible Benefits Employee is aware of the existence of any event or condition, whether by action or by failure to act, that could adversely affect the qualified status of any such Qualified Plan. (h) No Legal Proceeding, audit or investigation that would reasonably be expected to result in liability to the Purchaser has maintained during been threatened, asserted or instituted, or, to the five-year period preceding Knowledge of the date hereof any "defined benefit plan" (within the meaning of Section 3(35) of ERISA) or any "multiemployer plan" (within the meaning of Section 3(37) of ERISA), or has incurred any liability under Title IV of ERISA Sellers or to the Pension Benefit Guaranty Corporation that has not been fully paid as knowledge of the date hereof. None of the CompanyResponsible Benefits Employees, any of its subsidiaries, any officer of the Company or any of its subsidiaries or is anticipated with respect to any of the Benefit Plans which (other than non material routine claims for benefits and appeals of such claims). With respect to each Benefit Plan, all contributions, reimbursements and premium payments that are subject due in respect of Employees have been made, and all contributions, reimbursements and premium payments in respect of Employees for any period ending before the Closing that are not yet due have been made or properly accrued, in each case, except for any failure that would not reasonably be expected to ERISA, including the Pension Plans, any trusts created thereunder or, result in liability to the knowledge Purchaser. (i) The consummation of the Companytransactions contemplated by this Agreement alone, or in combination with any trustee other event including a termination of any employee, officer or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 other service provider of the Code) Business, will not give rise to any liability or obligation under any other breach of fiduciary responsibility Benefit Plan that could reasonably be expected to subject the CompanyPurchaser to any liability, including, without limitation, liability for severance pay, unemployment compensation, termination pay or withdrawal liability, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due to any of its subsidiaries employee, officer, director, stockholder or any officer other service provider of the Company Business (whether current, former or any of its subsidiaries retired) or their beneficiaries, it being understood that nothing in this Section 3.21(i) is intended to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability affect the parties obligations under Section 502(i) or (1) of ERISA. (f) With respect to any Benefit Plan that is an employee welfare benefit plan, except as disclosed in Item 4.10(f) of the Company Letter, (i) no such Benefit Plan is funded through a "welfare benefits fund", as such term is defined in Section 419(e) of the Code, (ii) each such Benefit Plan that is a "group health plan", as such term is defined in Section 5000(b)(1) of the Code, complies with the applicable requirements of Section 4980B(f) of the Code and (iii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company or any of its subsidiaries on or at any time after the consummation of the Offer. (g) With respect to each Benefit Plan, all material reports and information required to be filed with the U.S. Department of Labor, the Internal Revenue Service or each Benefit Plan participant have been timely filed. (h) There is no dispute, arbitration, claim, suit or grievance, pending or threatened, involving a Benefit Plan (other than routine claims for benefits payable under any such plan), and, to the knowledge of the Company, there is no basis for such a claim. (i) Except as disclosed in Item 4.10(i) of the Company Letter, there are no current or former employees holding Shares issued pursuant to the Company's 1979 Non-Qualified Stock Option Plan (the "1979 Stock Option Plan"). Each current or former employee holding any Shares issued pursuant to the 1979 Stock Option Plan has executed on or prior to the date of this Agreement a letter in the form set forth in Item 4.10(i) of the Company Letter (the "Item 4.10(i) Letter")5.10. (j) Item 4.10(jNo amount that could be received (whether in cash or property or the vesting of property) as a result of the Company Letter sets forth the names of all current officers, directors and employees consummation of the Company and its U.S. subsidiariestransactions contemplated by this Agreement by any employee, together with each employee's current salary, most recent bonus (excluding sales bonuses), date of birth and date of employment. All salary and wages, vacation pay, bonuses, commissions, sick pay and officer or other benefits earned or due (including contributions due to Benefit Plans) through the date hereof have been paid to employees or former employees or to the Benefit Plans or have been properly accrued in the financial statements service provider of the Company included in Business under any Benefit Plan, or otherwise, would not be deductible by reason of Section 280G of the most recent Company Filed SEC DocumentsCode or would be subject to an excise Tax under Section 4999 of the Code. (k) Except as disclosed in Item 4.10(k) for any failure under Section 409A of the Company LetterCode that would not reasonably be expected to result in liability to the Purchaser, there are each Benefit Plan that is a non-qualified deferred compensation plan subject to Section 409A of the Code has been operated and administered in compliance, and complies in form, with the requirements of, Section 409A of the Code. (l) With respect to each of the Benefit Plans: (i) no material controversiesnon-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA, strikeshas occurred or is reasonably expected to occur, work stoppages except where such prohibited transaction would not reasonably be expected to result in any liability to the Purchaser; and (ii) to the Knowledge of the Sellers or disputes pending or threatened between to the Company and any knowledge of its subsidiaries and any current or former employeesthe Responsible Benefits Employees, no labor union Benefit Plan is under, and neither the Business nor any ERISA Affiliate thereof has received any notice of, an audit or investigation by the Internal Revenue Service, Department of Labor or any other collective bargaining unit represents Governmental Authority, and no such completed audit, if any, has resulted in the imposition of any Tax or has ever represented penalty, except where such an audit or investigation would not result in any liability to the Purchaser. (m) No Benefit Plan is mandated by a government other than the United States or is subject to the Laws of a jurisdiction outside of the United States. (n) Except where it would not result in liability to the Purchaser, to the Knowledge of the Sellers or to the knowledge of the Responsible Benefits Employees, no person who was engaged by the Business as an independent contractor or in any other non-employee capacity should be characterized as or will be deemed to be an employee of the Company or any Business under applicable Law, including for purposes of its subsidiaries federal, state, and no organizational effort by any labor union or other collective bargaining unit currently is under way or threatened local income taxation, workers’ compensation, unemployment insurance and Benefit Plan eligibility. (o) Except where it would not result in liability to the Purchaser, with respect to any employee. A trueEmployee, complete and correct copy of any applicable collective bargaining agreement has been provided to Parent, and the Company and its subsidiaries are Business is in compliance in all material respects with all applicable Laws respecting employment and employment practices (including all immigration and I-9 obligations), terms and conditions of employment, wages, hours of work and occupational safety and health. Except where it would not result in liability to the terms thereofPurchaser, there are no material controversies or claims pending, or to the Knowledge of the Sellers or to the knowledge of the Responsible Benefits Employees, threatened between any of the Employees, on the one hand, and the Business or an ERISA Affiliate, on the other hand, relating to employment practices or any applicable Laws contemplated by this Section 3.21(o). (lp) The Board of Directors There are no audits or administrative or other material employment related matters or Legal Proceedings pending or, to the Knowledge of the Company Sellers or to the knowledge of the Responsible Benefits Employees, threatened before any Governmental Authority, relating to the employment of any Employee or any person engaged by the Business as an independent contractor or in any other non-employee capacity that would reasonably be expected to result in liability to the Purchaser. (q) (i) There are no workers’ compensation claims, insured or uninsured, or other Legal Proceedings pending or, if appropriate, any committee to the Knowledge of the Board of Directors administering Sellers or to the Stock Option Plans (as defined in Section 7.09(a))) has taken such action as is necessary so that, as knowledge of the Effective TimeResponsible Benefits Employees, no holder threatened, relating to employment of any award under any Stock Option Plan shall have the right upon exercise of any such award to receive securities of the Company, Sub or Parent Employee or any of its affiliatesBenefit Plan that could subject the Purchaser to any material liability, and (ii) all amounts required by any statute, insurance policy, Governmental Authority or agreement to be paid into any workers’ compensation loss or reserve fund, collateral fund, sinking fund or similar account with respect to any Employee (whether current, former or retired) have been duly paid into such fund or account as required.

Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Company Filed SEC Documents, since the date of the most recent audited financial statements included in the Company Filed SEC Documents, there has not been any adoption or amendment in any With respect to each material respect (including any increase or improvements in benefits or coverage) 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, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, excess, supplemental executive compensation, employee stock purchase, stock appreciation, restricted stock or other material employee benefit plan, policy, arrangement or understanding (whether or not in writing) providing benefits to any current or former employee, officer or director of, and maintained or contributed to as of the date of this Agreement by, the Company or any of its Subsidiaries, including but not limited to the health care plan (the "EMWA Plan") operated by the Employees' Mutual Welfare Association (the "EMWA"), and excluding any Employee Agreements (as defined below) (collectively, excluding such Employee Agreements, the "Benefit Plans"), other than any such plan, policy, arrangement or understanding under which most of the current or former employees, officers or directors of the Company or any of its subsidiaries Subsidiaries provided benefits thereunder are provided benefits with respect to employment outside of the United States of America (collectivelythe Benefit Plans, excluding those under which most of the current or former employees, officers or directors of the Company or any of its Subsidiaries provided benefits thereunder are provided benefits with respect to employment outside of the United States of America, collectively the "U.S. Benefit Plans"). Except , such U.S. Benefit Plan has not since August 31, 1997 and prior to the date of this Agreement been adopted or amended in any material respect by the Company or any of its Subsidiaries except as disclosed in the Company Filed SEC Documents or Item 4.10(a4.12(a) of the Company Letter, there exist no Letter or as required by law. The Company has with respect to each material employment, consulting, severancebonus, non-competition, severance and termination or indemnification agreements, or any other similar arrangements or understandings (whether or not agreement in writing) effect as of the date of this Agreement between the Company or any of its subsidiaries Subsidiaries other than any foreign Subsidiary and any current or former employee, officer or director of the Company or any of its subsidiariesSubsidiaries other than any foreign Subsidiary (collectively, the "Employee Agreements") disclosed such agreement in Item 4.12(a) of the Company Letter or in the Company filed SEC Documents or made available to Parent a copy of such agreement. (b) Item 4.10(b4.12(b) of the Company Letter contains a list of all U.S. Benefit Plans which are "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Pension Plans"), or "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other Benefit Plans maintained(collectively, sponsored or contributed to, by the Company or any of its U.S., Canadian or Japanese subsidiaries for the benefit of any current or former employees, officers or directors of the Company or any of such subsidiaries (the "Subject ERISA Benefit Plans"). The With respect to each U.S. Benefit Plan, except as disclosed in Item 4.12(b) of the Company Letter, the Company has delivered made available to Parent true, complete and correct copies copies, where applicable and to the extent that they exist as of the date of this Agreement, of (i) each Subject Benefit Plan the current plan document (including all amendments adopted on or before the date hereof that are still applicable) (or, in the case of any unwritten Subject U.S. Benefit PlansPlan, descriptions a description thereof), (ii) the most recent annual report on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service with respect to each Subject Benefit Plan (if any such report was required)Service, (iii) the most recent actuarial report with respect to each Subject Benefit Plan, as applicablereport, (iv) the most recent summary plan description (and a summary of material modifications, if applicable) for each Subject Benefit Plan and (v) the most recent determination letter issued by the Internal Revenue Service. The Company has made available to Parent or filed in the Company Filed SEC Documents a true, complete and correct copy of each trust agreement Employee Agreement as in effect as of the date of the Agreement. The Company has made available to Parent a true, complete and group annuity contract relating correct copy of the three employment agreements as in effect as of the date hereof pursuant to any Subject Benefit Plan. Any Benefit Plan that is not a Subject Benefit Plan is either required which the most senior officer in each of the Company's three foreign Subsidiaries located in Argentina, Italy and Canada are employed by and maintained in accordance with applicable local law or is immaterial to the applicable subsidiarysuch foreign Subsidiaries. (c) Except as disclosed in Item 4.10(c4.12(c) of the Company Letter, all Pension Plans which are intended to be tax-qualified have been timely amended to comply with ERISA and the Internal Revenue Code of 1986, as amended (the "Code") and determination letters in respect of such Pension Plans have been received from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the best knowledge of the Company, has revocation been threatened, nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. (d) Except as disclosed in Item 4.10(d) of the Company Letter, each Benefit Plan has been administered in all material respects in conformity with its terms and the applicable requirements of ERISA and the Code and other applicable laws; and all contributions required to be made have been made in accordance with the provisions of each such Benefit Plan and with ERISA and the Code and other applicable laws. (e) None none of the Company or any of its subsidiariesSubsidiaries, or any other person or entity that, that together with the Company, Company is treated as a single employer under Section 414 of the CodeCode (an "ERISA Affiliate"), currently maintains has, with respect to any ERISA Benefit Plan, or has maintained during any other plan subject to the five-year period preceding the date hereof any "defined benefit plan" (within the meaning minimum funding requirements of Section 3(35) 302 of ERISA, incurred or could reasonably be expected to incur (i) or any "multiemployer plan" (within the meaning of Section 3(37) of ERISA), or has incurred any material liability under Title IV of ERISA or to the Pension Benefit Guaranty Corporation (other than for contributions and premiums in the ordinary course) that has not been fully paid as of the date hereof , (ii) any accumulated funding deficiency under Section 302 of ERISA or Section 412 of the Code of a material amount that has not been fully paid as of the date hereof, or (iii) any requirement under ERISA or the Code to post security of a material amount under such plan that is still outstanding as of the date hereof. None To the Company's knowledge, none of the Company, any of its subsidiariesSubsidiaries, any officer of the Company or any of its subsidiaries Subsidiaries or any of the ERISA Benefit Plans which are Plans, or any of the other plans maintained by the Company or any Subsidiary of the Company and subject to ERISA, including the Pension Plans, any trusts created thereunder or, to the knowledge Section 406 of the Company, any trustee or administrator thereofERISA (an "Other ERISA Benefit Plan"), has on or before the date of this Agreement engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any ERISA Benefit Plan or any other breach of fiduciary responsibility Other ERISA Benefit Plan that could reasonably be expected to subject the Company, any of its subsidiaries Subsidiaries or any officer of the Company or any of its subsidiaries Subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 of the Code or to any material liability under Section 502(i) or (1l) of ERISA. (f) With respect to any Benefit Plan that is an employee welfare benefit plan, except . Except as disclosed in Item 4.10(f4.12(c) of the Company Letter, (i) no such Benefit Plan is funded through a "welfare benefits fund", as such term is defined in Section 419(e) none of the CodeCompany, (ii) each such its Subsidiaries or ERISA Affiliates has at any time during the five-year period preceding the date hereof contributed to any ERISA Benefit Plan that is a "group health multiemployer plan", " (as such term is defined in Section 5000(b)(13(37) of ERISA) except for any such plan maintained outside of the United States. (d) Except as disclosed in Item 4.12(d) of the CodeCompany Letter, complies with the applicable requirements of Section 4980B(f) as of the Code and (iii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company or any date of its subsidiaries on or at any time after the consummation of the Offer. (g) With respect to each Benefit Plan, all material reports and information required to be filed with the U.S. Department of Labor, the Internal Revenue Service or each Benefit Plan participant have been timely filed. (h) There this Agreement there is no pending dispute, arbitration, claim, suit or grievance, pending or threatened, grievance involving a Benefit Plan (other than routine claims for benefits payable under any such plan)Benefit Plan) that would reasonably be expected to give rise to a material liability of the Company or any Subsidiary of the Company. All material contributions already required to be made to any Benefit Plan have been made. Notwithstanding the foregoing, andto the extent the representations and warranties set forth in this paragraph are provided with respect to a Benefit Plan that is not a U.S. Benefit Plan, they are provided only to the knowledge of the Company, there is no basis for such a claim. (ie) Except as disclosed in Item 4.10(i4.12(e) of the Company Letter, there are no current or former employees holding Shares issued pursuant to the Company's 1979 Non-Qualified Stock Option Plan (the "1979 Stock Option Plan"). Each current or former employee holding any Shares issued pursuant to the 1979 Stock Option Plan has executed on or prior to as of the date of this Agreement a letter in the form set forth in Item 4.10(i) of the Company Letter (the "Item 4.10(i) Letter"). (j) Item 4.10(j) of the Company Letter sets forth the names of all current officers, directors and employees of the Company and its U.S. subsidiaries, together with each employee's current salary, most recent bonus (excluding sales bonuses), date of birth and date of employment. All salary and wages, vacation pay, bonuses, commissions, sick pay and other benefits earned or due (including contributions due to Benefit Plans) through the date hereof have been paid to employees or former employees or to the Benefit Plans or have been properly accrued in the financial statements of the Company included in the most recent Company Filed SEC Documents. (k) Except as disclosed in Item 4.10(k) of the Company Letter, there are no material controversies, strikes, work stoppages or disputes pending or threatened between the Company and or any of its subsidiaries Subsidiaries and any current or former employees, and, to the Company's knowledge, no labor union or other collective bargaining unit represents or has ever represented any employee of the Company or any of its subsidiaries and no material organizational effort by any labor union or other collective bargaining unit currently is under way or threatened with respect to any employee. A trueNone of the Company or any its Subsidiaries other than a foreign Subsidiary, complete and correct copy to the Company's knowledge no foreign Subsidiary of the Company, is a party to a collective bargaining agreement. (f) To the knowledge of the Company, all Benefit Plans that are not U.S. Benefit Plans and are subject to the laws of any jurisdiction outside of the United States have been maintained in material compliance with all applicable collective bargaining agreement has requirements and, if they are intended to be funded or book reserved, are appropriately funded or book reserved. (g) Except as set forth in the Company Filed SEC Documents, as expressly contemplated by this Agreement, or with respect to U.S. Benefit Plans and Employee Agreements copies of which have been provided made available by the Company to Parent, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or payment of, or increase the amount or value of, any payment or benefit to any employee, officer or director of the Company or any of its Subsidiaries under any U.S. Benefit Plan or Employment Agreement. No executive officer of the Company or of any Subsidiary of the Company that is not a foreign Subsidiary is aware of any provision in an employment agreement to which a foreign Subsidiary of the Company is a party, or in a plan maintained by a foreign Subsidiary of the Company, pursuant to which the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or payment of, or increase the amount or value of, any material payment or benefit to any employee, officer or director of such foreign Subsidiary except for any such plan or agreement a copy of which has been made available by the Company to the Parent. The aggregate amount of the after-tax cost to the Company and its subsidiaries are Subsidiaries of "parachute payments" within the meaning of Section 280G of the Code that could become payable to individuals who would be subject to the excise tax on "excess parachute payments" as a result of receiving such parachute payments is not more than $50,000,000 (assuming that such aggregate amount is calculated based upon the same assumptions as to "Change-in-Control Date," stock price, discount rate, individual income tax rate and corporate tax rates as were used to prepare the Towers Xxxxxx Change-in-Control Analysis revised as of May 8, 1998 that has been delivered to Parent by the Company, to determine the amount shown under the column heading "Gross-Up/After-Tax Cost to Company" in compliance in all material respects with the terms thereofsuch Analysis). (lh) The Board Internal Revenue Service has issued a favorable determination letter with respect to each Benefit Plan that is intended to be qualified under Section 401(a) of Directors the Code (although such letter does not pertain to the Code as in effect as of the date hereof), and, except as disclosed in Item 4.12(h) of the Company (orLetter, if appropriate, any committee to the knowledge of the Board of Directors administering the Stock Option Plans (as defined in Section 7.09(a))) has taken such action as is necessary so that, Company as of the Effective Timedate of this Agreement, no holder such qualified status is not reasonably likely to be adversely affected by any circumstances that exist, or events that have occurred, on or prior to the date of any award under any Stock Option Plan shall have the right upon exercise of any such award to receive securities of the Company, Sub or Parent or any of its affiliatesthis Agreement.