Common use of Benefits Matters; ERISA Compliance Clause in Contracts

Benefits Matters; ERISA Compliance. (a) Section 3.10(a) of the Company Disclosure Letter sets forth a true, complete and correct list of each material Company Plan. (b) True and complete copies of the following documents, with respect to each material Company Plan, where applicable, have been provided or made available to Parent on or prior to the date of this Agreement (other than option notices and grant agreements made on forms provided or made available to Parent and other than at-will employment offer letters entered into on forms provided or made available to Parent): (i) all documents governing such Company Plan (or, if unwritten, a written summary thereof), and all amendments thereto, and to the extent applicable, any related trust or other funding vehicle, (ii) the most recent determination letter or opinion letter received from or issued by the IRS with respect to each Company Plan intended to qualify under Section 401 of the Code, (iii) the most recently filed IRS Form 5500, (iv) the most recent actuarial valuation report, (v) the most recent summary plan description (or other descriptions provided to employees) and all modifications thereto, and (vi) all non-routine correspondence to and from any Governmental Entity. (c) All Company Plans are, and have been operated and administered, in compliance with their terms and applicable Laws (including, if applicable, ERISA and the Code), except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Each Company Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code (each, a “NQDC Plan”) has been operated and maintained in all material respects in compliance with Section 409A of the Code and applicable guidance thereunder and no payment to be made under any Company Plan is, or to the Knowledge of the Company, will be, subject to the penalties of Section 409A(a)(1) of the Code. (d) Each Company Plan that is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter or opinion letter from the Internal Revenue Service (the “IRS”) and, to the Knowledge of the Company, circumstances do not exist that are likely to result in the loss of the qualification of such plan under Section 401(a) of the Code. Each non-U.S. Company Plan, to the extent required to be registered or approved by any Governmental Entity, has been registered with, or approved by, such Governmental Entity and, to the Knowledge of the Company, nothing has occurred that would adversely affect such registration or approval. (e) Neither the Company nor any Company Subsidiary nor any entity which is considered one employer with the Company under Section 4001 of ERISA or Section 414 of the Code (each, an “ERISA Affiliate”) has, within the past six (6) years, maintained or contributed to, or has, within the past six (6) years, been obligated to maintain or contribute to (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA (including any “multiemployer plan” within the meaning of Section (3)(37) of ERISA), (ii) a “multiple employer plan” as defined in Section 413(c) of the Code or (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (f) There are no pending or, to the Knowledge of the Company, threatened proceedings relating to the Company Plans or to any fiduciary or service provider thereof in connection with such fiduciary’s or service provider’s provision of services to the Company Plans. (g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby could reasonably be expected to, either alone or in combination with any other event, (i) result in any material payment becoming due to any employee, officer, director or other service provider of the Company or any Company Subsidiary, (ii) materially increase the amount or value of any compensation or benefits under any Company Plan or otherwise payable to any employee, officer, director or other service provider of the Company or any Company Subsidiary, (iii) result in the acceleration of the time of payment, vesting or funding of any compensation or benefits, (iv) result in any “excess parachute payment” (within the meaning of Section 280G of the Code and whether or not such payment is considered to be reasonable compensation for service rendered) becoming due to any current or former employee, officer, director or other service provider of the Company or any Company Subsidiary or (v) limit the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any Company Plan or related trust. Neither the Company nor any Company Subsidiary has any obligation to gross-up, indemnify or otherwise reimburse any current or former employee, officer, director or other service provider of the Company or any Company Subsidiary for any excise or additional tax, interest or penalties incurred by such individual under Section 4999 or Section 409A of the Code. (h) Neither the Company nor any ERISA Affiliate provides, is required to provide, or has promised to provide, any post-employment or post-retirement health or medical or life insurance benefits for retired or former employees or their dependents, except as required by Section 4980B of the Code or analogous Laws.

Benefits Matters; ERISA Compliance. (a) Section 3.10(a) 5.10 of the Company Disclosure Letter sets forth a true, complete and correct list of each identifying all material Company Benefit Plans, and for any such material Company Benefit Plan. , indicates if such Company Benefit Plan is established or maintained outside of the United States or for the benefit of current or former service providers of the Company or any Company Subsidiary residing outside of the United States. The Company has delivered or made available to Parent (bif applicable) True true and complete copies of (i) all material Company Benefit Plans (including any amendments thereto) and descriptions of all material terms of any such plan that is not in writing; (ii) the following documents, most recent annual report on Form 5500 (or similar filing under applicable Law) filed with the United States Internal Revenue Service (the “IRS”) or comparable filing with each non-U.S. regulatory agency with respect to each material Company Benefit Plan (including accompanying schedules and attachments); (iii) the most recent summary plan description for each material Company Benefit Plan for which such summary plan description is required; (iv) each material trust agreement, group annuity contract or other funding mechanism relating to any Company Benefit Plan; (v) all material determination letters or opinion letters in respect of any Company Benefit Plan issued by the IRS or applicable non-U.S. regulatory agency and (vi) any notice to or from the IRS, where applicableU.S. Department of Labor or applicable non-U.S. regulatory agency relating to any unresolved compliance issues in respect of such Company Benefit Plans from the preceding year. (b) Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code is so qualified and has been determined by the IRS to be so qualified, have and each trust created thereunder has been provided determined by the IRS to be exempt from Tax under the provisions of Section 501(a) of the Code, and has received a favorable determination letter or made available opinion letter from the IRS to Parent on that effect or may rely upon an opinion letter for a prototype plan and no such determination letter or opinion letter has been revoked nor, to the Knowledge of the Company, has revocation been threatened. (c) No Company Benefit Plan is, and none of the Company, any Company Subsidiary or any of their respective ERISA Affiliates, during the six (6) years prior to the date of this Agreement (other than option notices and grant agreements made on forms provided has maintained, contributed to, been required to contribute to or made available otherwise had any liability with respect to Parent and other than at-will employment offer letters entered into on forms provided or made available to Parent): (i) all documents governing such Company Plan (or, if unwritten, a written summary thereof), and all amendments thereto, and to the extent applicable, any related trust single employer plan or other funding vehiclepension plan that is or was subject to Title IV of ERISA, Section 302 of ERISA, or Section 412 of the Code; or (ii) a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA. None of the Company and the Company Subsidiaries nor any ERISA Affiliates has incurred any Withdrawal Liability that has not been satisfied in full. Neither the Company nor any Company Subsidiary has any liability under Title IV of ERISA or on account of at any time being considered a single employer under Section 414 of the Code with any other Person. (d) Neither the Company nor any Company Subsidiary has any obligation to provide (whether under a Company Benefit Plan or otherwise) health, medical or other welfare benefits after retirement or other termination of employment except for (i) continuation coverage required under Section 4980(B)(f) of the Code or similar applicable Law, (ii) health care coverage through the most recent determination letter end of the calendar month in which a termination of employment occurs, and (iii) continued coverage or opinion letter received from reimbursement for such coverage provided pursuant to the terms of the Company’s severance practices and policies set forth on Section 7.12(b) of the Company Disclosure Letter. (e) Each Company Benefit Plan has been established, maintained, funded, operated and administered in all material respects in accordance with its terms and is in material compliance with ERISA (if applicable), the Code and all other applicable Laws. All material contributions required to be made to any Company Benefit Plan by applicable Law, regulation, or issued by the IRS any plan document, and all material premiums due or payable with respect to each insurance policies funding any Company Plan intended Benefit Plan, for any period through the date hereof have in all material respects been timely made or paid in full. No Legal Proceeding is pending or, to qualify under Section 401 the Knowledge of the CodeCompany, threatened against, by or on behalf of any Company Benefit Plan or the assets, trusts, fiduciaries or administrators thereof (other than routine claims for benefits), in each case that would be material to the Company and the Company Subsidiaries. No Company Benefit Plan is under audit or is the subject of an audit or investigation by the IRS, the United States Department of Labor, the SEC, the Pension Benefit Guaranty Corporation or any other Governmental Entity (and the Company has not received written notice of any such audit or investigation) nor, to the Knowledge of the Company, is any such audit or investigation threatened or anticipated with respect to any Company Benefit Plan. Neither the Company nor any Company Subsidiary has engaged in a transaction that has resulted in, or would reasonably be expected to result in, the assessment of a material civil penalty upon the Company or any Company Subsidiary pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code that has not been satisfied in full. There does not now exist, nor, to the Knowledge of the Company, do any circumstances exist that would reasonably be expected to result in, any Controlled Group Liability that would be a liability of the Company, any of the Company Subsidiaries or any of their respective ERISA Affiliates. (f) Except as expressly provided by the terms of this Agreement, neither the execution or delivery of this Agreement nor the consummation of the Merger will, either alone or in conjunction with any other event, (i) entitle any current or former director, officer or employee of the Company or any Company Subsidiary to severance pay, transaction or change in control bonus or any other payment or benefit; (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, officer or employee; (iii) accelerate the most recently filed IRS Form 5500time of payment, vesting, lapsing of restrictions or funding of amounts due any such director, officer or employee (including with respect to any compensation, equity award or other benefit); (iv) result in any breach or violation of, or default under or limit the most recent actuarial valuation reportCompany’s right to amend, modify, terminate or transfer the assets of, any Company Benefit Plan, or (v) result in the most recent summary plan description (or other descriptions provided to employees) and all modifications theretopayment of any amount, and (vi) all non-routine correspondence to and from any Governmental Entity. (c) All Company Plans are, and have been operated and administered, in compliance with their terms and applicable Laws (including, if applicable, ERISA and the Code), except as would notthat would, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the aggregateCode. Neither the Company nor any Company Subsidiary has any obligation to gross-up or reimburse any individual for any Tax or related interest or penalties incurred by such individual, reasonably be likely to have a Company Material Adverse Effect. including under Sections 409A or 4999 of the Code or otherwise. (g) Each Company Benefit Plan maintained by the Company or any Company Subsidiary that constitutes is, in any part part, a nonqualified deferred compensation plan within the meaning of Section 409A of the Code (each, a “NQDC Plan”) has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder and no payment to be made under any Company Plan is, or to the Knowledge of the Company, will be, subject to the penalties of Section 409A(a)(1) of the Code. (d) Each Company Plan that is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter or opinion letter from the Internal Revenue Service (the “IRS”) and, to the Knowledge of the Company, circumstances do not exist that are likely to result in the loss of the qualification of such plan under Section 401(a) of the Code. Each non-U.S. Company Plan, to the extent required to be registered or approved by any Governmental Entity, has been registered with, or approved by, such Governmental Entity and, to the Knowledge of the Company, nothing has occurred that would adversely affect such registration or approval. (e) Neither the Company nor any Company Subsidiary nor any entity which is considered one employer with the Company under Section 4001 of ERISA or Section 414 of the Code (each, an “ERISA Affiliate”) has, within the past six (6) years, maintained or contributed to, or has, within the past six (6) years, been obligated to maintain or contribute to (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA (including any “multiemployer plan” within the meaning of Section (3)(37) of ERISA), (ii) a “multiple employer plan” as defined in Section 413(c) of the Code or (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (f) There are no pending or, to the Knowledge of the Company, threatened proceedings relating to the Company Plans or to any fiduciary or service provider thereof in connection with such fiduciary’s or service provider’s provision of services to the Company Plans. (g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby could reasonably be expected to, either alone or in combination with any other event, (i) result in any material payment becoming due to any employee, officer, director or other service provider of the Company or any Company Subsidiary, (ii) materially increase the amount or value of any compensation or benefits under any Company Plan or otherwise payable to any employee, officer, director or other service provider of the Company or any Company Subsidiary, (iii) result in the acceleration of the time of payment, vesting or funding of any compensation or benefits, (iv) result in any “excess parachute payment” (within the meaning of Section 280G of the Code and whether or not such payment is considered to be reasonable compensation for service rendered) becoming due to any current or former employee, officer, director or other service provider of the Company or any Company Subsidiary or (v) limit the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any Company Plan or related trust. Neither the Company nor any Company Subsidiary has any obligation to gross-up, indemnify or otherwise reimburse any current or former employee, officer, director or other service provider of the Company or any Company Subsidiary for any excise or additional tax, interest or penalties incurred by such individual under Section 4999 or Section 409A of the Codethereunder. (h) Neither Except as set forth on Section 5.10(h) of the Company nor any ERISA Affiliate providesDisclosure Letter, none of the Company Benefit Plans: (i) is a “registered pension plan” for purposes of section 248 of the ITA or is required to provide, be registered under federal or has promised to provide, any post-employment provincial minimum pension standards legislation in Canada; (ii) is a “salary deferral arrangement” for purposes of section 248 of the ITA; (iii) is a “retirement compensation arrangement” for purposes of section 248 of the ITA; or (iv) provides for retiree or post-retirement employment, health or medical or life insurance benefits or other welfare benefits for current, retired or former employees employees, including to the beneficiaries or their dependentsdependents of current, except retired or former employees, other than for a statutory, common law, civil law or contractual notice period. (i) The Company has no plan or commitment to amend, in any material respect, any material Company Benefit Plan (other than as may be required by Section 4980B Law) or establish any new material employee benefit plan or to materially increase any benefits pursuant to any material Company Benefit Plan. (j) The outstanding Company Stock Options have a weighted average exercise price of the Code or analogous Laws$13.18.

Benefits Matters; ERISA Compliance. (a) Section 3.10(a) of the Company Disclosure Letter sets forth a true, complete and correct list of each material Company Plan. (b) True and complete copies of the following documents, with respect to each material Company Plan, where applicable, have been provided or made available to Parent on or prior to the date of this Agreement (other than option notices and grant agreements made on forms provided or made available to Parent and other than at-will employment offer letters entered into on forms provided or made available to Parent): (i) all documents embodying or governing such Company Plan (or, if unwritten, a written summary thereof), and all amendments thereto, and to the extent applicable, any related trust or other funding vehicle, (ii) the most recent determination letter or opinion letter received from or issued by the IRS with respect to each Company Plan intended to qualify under Section 401 of the Code, (iii) the three most recently filed IRS Form 55005500s, (iv) the most recent actuarial valuation report, (v) the most recent summary plan description (or other descriptions provided to employees) and all modifications thereto, (vi) all non-discrimination testing for the three most recently completed plan years, and (vivii) all non-routine correspondence to and from any Governmental Entity. (c) All Company Plans are, and have been operated and administered, in compliance with their terms and applicable Laws (including, if applicable, ERISA and the Code), except as would not, individually or ) in the aggregate, reasonably be likely to have a Company Material Adverse Effectall material respects. Each Company Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code (each, a “NQDC Plan”) has been operated and maintained in all material respects in compliance with Section 409A of the Code and applicable guidance thereunder and no payment to be made under any Company Plan is, or to the Knowledge of the Company, will be, subject to the penalties of Section 409A(a)(1) of the Code. Each Company Option has been granted with an exercise price equal to fair market value on the date of grant (or repricing, as the case may be) and is not subject to taxation under Section 409A of the Code. The Company does not have any obligation to gross-up or otherwise reimburse any person for any tax incurred by such person pursuant to Section 409A or Section 280G of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and no breach of fiduciary duty (as determined under ERISA) has occurred with respect to any Company Plan or current or former service provider of the Company or the Company Subsidiaries that would reasonably be expected to result in any liability to the Company or any ERISA Affiliate. None of the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each ERISA Affiliate have timely made all contributions, distributions, reimbursements and payments that are due with respect to each Company Plan, and all contributions, distributions, reimbursements and payments for any period ending on or before the Closing Date that are not yet due have been made or properly accrued with respect to each Company Plan. Each Company Plan can be amended, terminated or otherwise discontinued at any time in accordance with its terms, without liability to Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses). (d) Each Company Plan that is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter or opinion letter from the Internal Revenue Service (the “IRS”) and, to the Knowledge of the Company, circumstances do not exist that are likely to result in the loss of the qualification of such plan under Section 401(a) of the Code. Each non-U.S. Company Plan, to the extent required to be registered or approved by any Governmental Entity, has been registered with, or approved by, such Governmental Entity and, to the Knowledge of the Company, nothing has occurred that would adversely affect such registration or approval. (e) Neither the Company nor any Company Subsidiary nor any entity which is considered one employer with the Company under Section 4001 of ERISA or Section 414 of the Code (each, an “ERISA Affiliate”) has, within the past six (6) years, maintained or contributed to, or has, within the past six (6) years, been obligated to maintain or contribute to (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA (including any “multiemployer plan” within the meaning of Section (3)(37) of ERISA), (ii) a “multiple employer plan” as defined in Section 413(c) of the Code or (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (f) There are no pending or, to the Knowledge of the CompanyCompany or any Company Subsidiary, threatened audits, inquiries, investigations or proceedings relating to the Company Plans or to any fiduciary or service provider thereof in connection with such fiduciary’s or service provider’s provision of services thereof, and to the Knowledge of the Company Plansand Company Subsidiaries, there is no reasonable basis for any such litigation, audits, inquiries, investigations or proceeding. (g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby could reasonably be expected to, either alone or in combination with any other event, (i) result in any material payment becoming due to any current or former employee, officer, director or other service provider of the Company or any Company Subsidiary, (ii) materially increase the amount or value of any compensation or benefits under any Company Plan or otherwise payable to any current or former employee, officer, director or other service provider of the Company or any Company Subsidiary, (iii) result in the acceleration of the time of payment, vesting or funding of any compensation or benefits, (iv) result in any “excess parachute payment” (within the meaning of Section 280G of the Code and whether or not such payment is considered to be reasonable compensation for service rendered) becoming due to any current or former employee, officer, director or other service provider of the Company or any Company Subsidiary or (v) limit the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any Company Plan or related trust. Neither the Company nor any Company Subsidiary has any obligation to gross-up, indemnify or otherwise reimburse any current or former employee, officer, director or other service provider of the Company or any Company Subsidiary for any excise or additional tax, interest or penalties incurred by such individual under Section 4999 or Section 409A of the Code. (h) Neither the Company nor any ERISA Affiliate provides, is required to provide, or has promised to provide, any post-employment or post-retirement health or medical or life insurance benefits for retired or former employees or their dependents, except as required by Section 4980B of the Code Code. (i) No Company Plan is, and neither the Company nor any Company ERISA Affiliate has or analogous Lawshas ever sponsored, maintained contributed to, been required to contribute to or had or has any obligations or liability (current or contingent) under or with respect to any plan, policy, program, agreement and arrangement that covers any employee, former employee, or consultant of the Company or any of its Subsidiaries or ERISA Affiliates who resides or works outside the United States.

Benefits Matters; ERISA Compliance. (a) Section 3.10(a4.10(a) of the Company Disclosure Letter (i) sets forth a true, complete and correct list of each material Company Plan, and (ii) specifies, with respect to each such Company Plan, the applicable jurisdiction covered by such Company Plan, and identifies each Company Plan that is maintained or sponsored by a professional employer organization. (b) True and complete copies of the following documents, with respect to each material Company Plan, where applicable, have been provided or made available to Parent on or prior to the date of this Agreement (other than option notices and grant agreements made on forms provided or made available to Parent and other than at-will employment offer letters entered into on forms provided or made available to Parent): Agreement: (i) all documents embodying or governing such Company Plan (or, if unwritten, a written summary thereof), and all amendments thereto, and to the extent applicable, any related trust or other funding vehicle, (ii) the most recent determination letter or opinion letter received from or issued by the IRS with respect to each Company Plan intended to qualify under Section 401 of the Code, (iii) the three most recently filed IRS Form 55005500s, (iv) the most recent actuarial valuation report, (v) the most recent summary plan description (or other descriptions provided to employees) and all modifications thereto, (vi) all non-discrimination testing for the three most recently completed plan years, and (vivii) all non-routine correspondence to and from any Governmental Entity. (c) All Company Plans are, and have been established, operated and administered, in compliance with their terms and applicable Laws (including, if applicable, ERISA and the Code), except as would not, individually or ) in the aggregate, reasonably be likely to have a Company Material Adverse Effectall material respects. Each Company Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code (each, a “NQDC Plan”) has been operated and maintained in all material respects in compliance with Section 409A of the Code and applicable guidance thereunder and no payment to be made under any Company Plan is, or to the Knowledge of the Company, will be, subject to the penalties of Section 409A(a)(1) of the Code. Each Company Option has been granted with an exercise price equal to fair market value on the date of grant (or repricing, as the case may be) and is not subject to taxation under Section 409A of the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and no breach of fiduciary duty (as determined under ERISA) has occurred with respect to any Company Plan that would reasonably be expected to result in any liability to the Company or any Company Subsidiary. None of the Company nor any Company Subsidiary or ERISA Affiliate is subject to any penalty or Tax with respect to any Company Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Company Subsidiary and ERISA Affiliate have timely made all contributions, distributions, reimbursements and payments that are due with respect to each Company Plan, and all contributions, distributions, reimbursements and payments for any period ending on or before the Closing Date that are not yet due have been made or properly accrued with respect to each Company Plan. Each Company Plan can be amended, terminated or otherwise discontinued at any time in accordance with its terms, without liability to Parent, the Company or any Company Subsidiary (other than ordinary administration expenses). (d) Each Company Plan that is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter or can rely upon a favorable opinion letter from the Internal Revenue Service (the “IRS”) and, to the Knowledge of the Company, circumstances do not exist that are likely to result in the loss of the qualification of such plan under Section 401(a) of the Code. Each non-U.S. Company Plan, to the extent required to be registered or approved by any Governmental Entity, has been registered with, or approved by, such Governmental Entity and, to the Knowledge of the Company, nothing has occurred that would adversely affect such registration or approval. (e) Neither the Company nor any Company Subsidiary nor any entity which is considered one employer with the Company under Section 4001 of ERISA or Section 414 of the Code (each, an “ERISA Affiliate”) has, within the past six (6) years, maintained or contributed to, or has, within the past six (6) years, been obligated to maintain or contribute to (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA (including any “multiemployer plan” within the meaning of Section (3)(37) of ERISA)) or any other defined benefit pension plan, (ii) a “multiple employer plan” as defined in Section 413(c) of the Code, (iii) a “funded welfare plan” within the meaning of Section 419 of the Code or (iiiiv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (f) There are no pending actions, suits or claims pending, or, to the Knowledge of the Company, threatened against any Company Plan or against the assets of any Company Plan. There are no pending or, to the Knowledge of the Company or any Company Subsidiary, threatened audits, inquiries, investigations or proceedings relating to the Company Plans or to any fiduciary or service provider thereof in connection with such fiduciary’s or service provider’s provision of services thereof, and to the Knowledge of the Company Plansand Company Subsidiaries, there is no reasonable basis for any such, audits, inquiries, investigations or proceedings. The Company and each Company Subsidiary is in compliance in all material respects with the applicable requirements of Section 4980B of the Code and any similar state law, and the applicable requirements of the Patient Protection and Affordable Care Act of 2010, as amended. (g) Neither Except as set forth on Section 4.10(g) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby Contemplated Transactions could reasonably be expected to, either alone or in combination with any other event, (i) result in any material payment becoming due to any current or former employee, officer, director or other service provider of the Company or any Company SubsidiarySubsidiary (outside of the Vested Company Option Consideration), (ii) materially increase the amount or value of any compensation or benefits under any Company Plan or otherwise payable to any current or former employee, officer, director or other service provider of the Company or any Company Subsidiary, (iii) result in the acceleration of the time of payment, vesting or funding of any compensation or benefits, (iv) result in forgiveness (in whole or in part) of any outstanding loan to any current or former employee, officer, director or other service provider of the Company or any Company Subsidiary, (v) result in any “excess parachute payment” (within the meaning of Section 280G of the Code and whether or not such payment is considered to be reasonable compensation for service rendered) becoming due to any current or former employee, officer, director or other service provider of the Company or any Company Subsidiary or (vvi) limit the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any Company Plan or related trust. Neither the Company nor any Company Subsidiary has any obligation to gross-up, indemnify or otherwise reimburse any current or former employee, officer, director or other service provider of the Company or any Company Subsidiary for any excise or additional tax, interest or penalties incurred by such individual under Section 4999 or Section 409A of the Code. (h) Neither the Company nor any ERISA Affiliate Company Subsidiary provides, is required to provide, or has promised to provide, any post-employment or post-retirement health or health, medical or life insurance benefits for retired or former employees or their dependents, except as required by Section 4980B of the Code or analogous LawsCode.

Benefits Matters; ERISA Compliance. (a) Section 3.10(a5.10(a) of the Company Disclosure Letter sets forth a truelist, complete and correct list as of each material Company Plan. (b) True and complete copies of the following documents, with respect to each material Company Plan, where applicable, have been provided or made available to Parent on or prior to the date of this Agreement Agreement, of all Benefit Plans maintained, or contributed (other than option notices and grant agreements made on forms provided or made available to Parent and other than at-will employment offer letters entered into on forms provided or made available to Parent): (i) all documents governing such Company Plan (or, if unwritten, a written summary thereof), and all amendments thereto, and to the extent applicable, any related trust or other funding vehicle, (ii) the most recent determination letter or opinion letter received from or issued by the IRS with respect to each which there is an obligation to contribute) to, by the Company Plan intended to qualify under Section 401 of the Code, (iii) the most recently filed IRS Form 5500, (iv) the most recent actuarial valuation report, (v) the most recent summary plan description (or other descriptions provided to employees) and all modifications thereto, and (vi) all non-routine correspondence to and from any Governmental Entity. (c) All Company Plans are, and have been operated and administered, in compliance with their terms and applicable Laws (including, if applicable, ERISA and the Code), except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Each Company Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code Subsidiary (each, a “NQDC PlanCompany Entity”) or any ERISA Affiliate for the benefit of any present or former director, officer, employee, or service provider of any Company Entity, or with respect to which any Company Entity has any liability, including through an affiliation with an ERISA Affiliate (collectively, the “Company Benefit Plans”). Each Company Benefit Plan has been operated maintained and maintained administered in all material respects compliance with its terms and in compliance with Section 409A applicable provisions of ERISA, the Code and or any other applicable guidance thereunder and no payment to be made under any Company Plan is, or to the Knowledge of the Company, will be, subject to the penalties of Section 409A(a)(1) of the Code. (d) Law. Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the CodeCode is so qualified, and has received a favorable determination letter from the IRS, or, in the case of a preapproved plan, the underlying preapproved plan is subject to a favorable opinion or opinion advisory letter from the Internal Revenue Service (the “IRS”) and, to the Knowledge of the Company, circumstances do not exist IRS and no event has occurred and no condition exists that are is reasonably likely to result in the loss revocation by the IRS of the tax-qualification of any such plan Company Benefit Plan. All contributions and premiums required by and due from any Company Entity under the terms of each Company Benefit Plan or applicable Law have been timely paid or accrued in accordance with the terms of such Company Benefit Plan and the requirements of applicable Laws in all material respects. (b) Except as set forth in Section 401(a5.10(b) of the Code. Each non-U.S. Company PlanDisclosure Letter, to none of the extent required to be registered or approved by any Governmental EntityCompany Entities has incurred, has been registered with, or approved by, such Governmental Entity and, to the Knowledge of the Company’s Knowledge, nothing no event has occurred and no condition or circumstance exists that would adversely affect such registration could result, directly or approval. (e) Neither the Company nor indirectly, in, any liability of any Company Subsidiary nor Entity (including, without limitation, any entity which is considered one employer with the Company indirect, contingent or secondary liability, including through an ERISA Affiliate) (i) under Title IV or Section 4001 302 of ERISA or Section 414 412 or 4971 of the Code (each, an “ERISA Affiliate”) has, within the past six (6) years, maintained or contributed to, or has, within the past six (6) years, been obligated to maintain or contribute to (i) an “arising in connection with any employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to plan covered or previously covered by Title IV or Section 302 of ERISA, ERISA or Section 412 of the Code or Section 302 (ii) for failure to comply with the continuation of coverage requirements of ERISA Section 601 et seq. and Section 4980B of the Code. No Company Benefit Plan is a self-funded health or welfare benefit plan or a voluntary employees’ beneficiary association (including within the meaning of Section 501(c)(9) of the Code). No asset or property of any Company Entity is subject to any lien arising under Section 430(k) of the Code or Section 303(k) or Section 4068 of ERISA. None of the Company Entities nor any of its ERISA Affiliates has ever maintained, contributed to, or ever had any liability with respect to, any Benefit Plan subject to Title IV of ERISA or any “multiemployer plan” within the meaning of (as described in Section (3)(374001(a)(3) or Section 3(37) of ERISA)) (a “Multiemployer Plan”) for which any Company Entity has any liability. (c) Each Company Entity and each Company Benefit Plan, as applicable, have complied in all material respects with the requirements of the Affordable Care Act, and no Company Entity has incurred or expects to incur any penalty or Tax (whether or not assessed) under Section 4980H or Section 4980D of the Code related to the applicable requirements of the Affordable Care Act. The Company Entities have timely filed true, complete and correct Forms 1094-C and Forms 1095-C with respect to their employer group medical coverage, in each case to the extent required by Law. (d) Other than as required under Section 601 et seq. of ERISA or Section 4980B of the Code or applicable Law, no Company Benefit Plan provides, and no Company Entity has any obligation to provide, for post-employment or retiree health, life insurance and/or other welfare benefits the full premium cost of which is paid by the applicable covered individual. (e) With respect to each Company Benefit Plan, the Company has made available to Parent, to the extent applicable: (i) the most recent governing plan documents and all amendments thereto and the most recent trust documents and all amendments thereto, (ii) a “multiple employer plan” as defined in Section 413(c) the most recent summary plan description and summaries of the Code or material modification thereto, and (iii) the most recent determination, advisory and/or opinion letter received from the IRS and (iv) the most recent annual report (Form 5500 series, including all required schedules and financial statements with respect thereto). There are no (x) pending or, to the Company’s Knowledge, threatened claims (other than routine claims for benefits) or (y) pending or, to the Company’s Knowledge, threatened investigations or audits by a “multiple employer welfare arrangement” within Governmental Entity against any Company Entity with respect to any Company Benefit Plan as to which the meaning of Section 3(40) of ERISACompany or any Company Subsidiary has received written notice. (f) There are no pending or, to the Knowledge Except as set forth in Section 5.10(f) of the CompanyCompany Disclosure Letter, threatened proceedings relating to the Company Plans or to any fiduciary or service provider thereof in connection with such fiduciary’s or service provider’s provision of services to the Company Plans. (g) Neither neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby could reasonably be expected toby this Agreement, either whether alone or in combination together with any other event, will (i) result in entitle any material payment becoming due employee of any Company Entity to any employee, officer, director or other service provider of the Company severance pay or any Company Subsidiary, other payment or benefit; nor (ii) materially increase the amount trigger any funding (through a grantor trust or value of any compensation or benefits under any Company Plan or otherwise payable to any employeeotherwise), officer, director or other service provider of the Company or any Company Subsidiary, (iii) result in the acceleration of accelerate the time of payment, vesting funding or funding vesting, or increase the amount of any compensation compensation, severance or benefits, (iv) result in any “excess parachute payment” (within the meaning of Section 280G of the Code and whether or not such payment is considered to be reasonable compensation for service rendered) becoming due other benefits to any current employee of any Company Entity or former employeeunder any Company Benefit Plan. (g) All compensation plans, officerprograms, director or other service provider policies, contracts and arrangements of the Company Entities are either exempt from or any Company Subsidiary or (v) limit in compliance in all material respects with the right requirements of Section 409A of the Code, in both documentation and operation. No Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any Company Plan or related trust. Neither the Company nor any Company Subsidiary Entity has any obligation to “gross-up,” reimburse, indemnify make whole or otherwise reimburse indemnify any current or former employee, officer, director or other service provider individual for the imposition of the Company or any Company Subsidiary for any excise or additional tax, interest interest, or penalties incurred by such individual under Section 4999 of the Code or under Section 409A of the Code. (h) Neither Section 5.10(h) of the Company nor Disclosure Letter contains a true and complete list of each individual who is a “covered employee” (within the meaning of Section 162(m) of the Code) with respect to the Company. (i) Section 5.10(i) of the Company Disclosure Letter contains a list of all Company Benefit Plans providing for compensation or benefits to employees of any Company Entity or any ERISA Affiliate providesof any Company Entity who are providing services at a location, is required which are subject to provide, or has promised to provide, the Laws of any post-employment or post-retirement health or medical or life insurance benefits for retired or former employees or their dependents, except as required by Section 4980B jurisdiction outside of the Code United States (other than statutory plans) (a “Foreign Plan”). With respect to any Foreign Plan: (i) each such Foreign Plan has been maintained in all material respects in accordance with all applicable requirements and all applicable Laws; (ii) if it is intended to qualify for special tax treatment, such Foreign Plan meets all applicable requirements for such treatment; (iii) if it is intended to be funded and/or book-reserved, then each such Foreign Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions and applicable GAAP; and (iv) no material liability exists or analogous Lawsreasonably could be imposed upon the assets of any Company Entity or any ERISA Affiliate of any Company Entity by reason of such Foreign Plan.