Common use of Employee and Labor Matters; Benefit Plans Clause in Contracts

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a) of the Parent Disclosure Schedule is a list of all material Parent Benefit Plans, including, without limitation, each Parent Benefit Plan that provides for retirement, change in control, stay or retention deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parent’s standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs or other compensatory equity award agreements made pursuant to Parent’s standard forms, in which case only representative standard forms of such agreements shall be scheduled), consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to, or required to be contributed to, by Parent or Parent ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent or under which Parent has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a2.18(a) of the Parent Company Disclosure Schedule is a list of lists all material Parent Company Benefit Plans, including, without limitation, each Parent Company Benefit Plan that provides for retirement, change in control, stay or retention retention, deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parentthe Company’s standard form that may be terminated without notice and with no penalty to Parent the Company or any of its Subsidiaries and other than individual Parent Options, Parent RSUs Company Options or other compensatory equity award agreements made pursuant to Parentthe Company’s standard forms, in which case only representative standard forms of such agreements shall be scheduled), consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to, or required to be contributed to, by Parent the Company or Parent any of its Subsidiaries or Company ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent the Company or any of its Subsidiaries or under which Parent the Company or any of its Subsidiaries has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a3.17(a) of the Parent Disclosure Schedule is a list of all material Parent Benefit Plans, including, without limitation, each Parent Benefit Plan that provides for retirement, change in control, stay or retention deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parent’s standard form that may be terminated without notice and with no penalty to Parent or any of its Subsidiaries and other than individual Parent Options, Parent RSUs or other compensatory equity award agreements made pursuant to Parent’s standard forms, in which case only representative standard forms of such agreements shall be scheduled), consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to, or required to be contributed to, by Parent or any of its Subsidiaries or Parent ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent or any of its Subsidiaries or under which Parent or any of its Subsidiaries has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a3.17(a) of the Parent Disclosure Schedule is a list of all material Parent Benefit Plans, includingother than employment offer letters on Parent’s standard form and other than individual Parent Options or other compensatory equity award agreements made pursuant to the Parent’s standard forms, without limitation, each Parent Benefit Plan that provides for retirement, change in control, stay or retention deferred compensation, incentive compensation, severance or retiree medical or life insurance benefitswhich case only representative standard forms of such agreements shall be scheduled. “Parent Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parent’s standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs or other compensatory equity award agreements made pursuant to Parent’s standard forms, in which case only representative standard forms of such agreements shall be scheduled)employment, consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-paid time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminatedfrozen), in any each case, sponsored, maintained, administered, contributed to, or required to be contributed to, by Parent or any of its Subsidiaries or Parent ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent or any of its Subsidiaries or under which Parent or any of its Subsidiaries has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code Section 414 with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a2.17(a) of the Parent Company Disclosure Schedule is a list of lists all material Parent Company Benefit Plans, including, without limitation, each Parent Company Benefit Plan that provides for retirement, change in control, stay or retention retention, deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parentthe Company’s standard form that may be terminated without notice and with no penalty to Parent the Company and other than individual Parent Options, Parent RSUs Company Options or other compensatory equity award agreements made pursuant to Parentthe Company’s standard forms, in which case only representative standard forms of such agreements shall be scheduled), consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to, or required to be contributed to, by Parent the Company or Parent Company ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent the Company or under which Parent the Company has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a2.17(a) of the Parent Company Disclosure Schedule is a list lists, as of the date of this Agreement, all material Parent Company Benefit Plans, including, without limitation, each Parent Company Benefit Plan that provides for retirement, change in control, stay or retention retention, deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parentthe Company’s standard form that may be terminated without notice and with no penalty to Parent the Company and other than individual Parent Options, Parent RSUs Company Options or other compensatory equity award agreements made pursuant to Parentthe Company’s standard forms, in which case only representative standard forms of such agreements shall be scheduled), consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (other than regular salary or wages) (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to, or required to be contributed to, by Parent the Company or Parent Company ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent the Company or under which Parent the Company has any actual or contingent liability (including, without limitation, including as to the result of it being treated as a single employer under Sections 414(b) or 414(c) Section 414 of the Code with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a3.17(a) of the Parent Disclosure Schedule is a list of all material Parent Benefit Plans, including, without limitation, each material Parent Benefit Plan that provides for retirement, change in control, stay or retention deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parent’s or its Subsidiaries’ standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs or other compensatory equity award agreements made pursuant to Parent’s standard forms, in which case only representative standard forms of such agreements shall be scheduled), consultingindividual independent contractor, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminatedunfunded), in any case, maintained, contributed to, or required to be contributed to, by Parent or Parent ERISA Affiliates for the benefit of any current or former employee, director, officer or individual independent contractor of Parent or under which Parent has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code Section 414 with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a2.17(a) of the Parent Company Disclosure Schedule is a list of all material Parent Company Benefit Plans, including, without limitation, each Parent Company Benefit Plan that provides for retirement, change in control, stay or retention retention, deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parentthe Company’s standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs Company Options or other compensatory equity award agreements made pursuant to Parentthe Company’s standard forms, in which case only representative standard forms of such agreements shall be scheduled), consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to, or required to be contributed to, by Parent the Company or Parent Company ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent the Company or under which Parent the Company has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code Section 414 with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a2.17(a) of the Parent Company Disclosure Schedule is a list of all material Parent Company Benefit Plans, including, without limitation, each Parent Company Benefit Plan that provides for retirement, change in control, stay or retention retention, deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not ERISA governs such plan) and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment based (other than at-will employment offer letters on Parent’s standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs or other compensatory equity award agreements Company Options made pursuant to Parentthe Company’s standard forms, in which case only representative standard forms of such stock option agreements shall be scheduled), phantom equity, employment (other than individual employment agreements made pursuant to the Company’s standard forms, in which case only representative standard forms of such employment agreements shall be scheduled), offer letter (other than individual offer letters made pursuant to the Company’s standard forms, in which case only representative standard forms of such offers shall be scheduled), consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contractContract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminatedfrozen), in any case, maintained, contributed to, or required to be contributed to, by Parent the Company or Parent any of its Subsidiaries or Company ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent the Company or any of its Subsidiaries or under which Parent the Company or any of its Subsidiaries has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code Section 414 with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a2.17(a) of the Parent Company Disclosure Schedule is a list of all material Parent Company Benefit Plans, including, without limitation, each Parent material Company Benefit Plan that provides for retirement, change in control, stay or retention retention, deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parentthe Company’s standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs Company Options or other compensatory equity award agreements made pursuant to Parentthe Company’s standard forms, in which case only representative standard forms of such agreements shall be scheduled), consultingindividual independent contractor, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminatedunfunded), in any case, maintained, contributed to, or required to be contributed to, by Parent the Company or Parent Company ERISA Affiliates for the benefit of any current or former employee, director, officer or individual independent contractor of Parent the Company Group or under which Parent the Company Group has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code Section 414 with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a) of the Parent Disclosure Schedule is a list of all material Parent Benefit Plans, includingother than employment offer letters or employment agreements on Parent’s standard form and other than individual Parent Options or other compensatory equity award agreements made pursuant to the Parent’s standard forms and as disclosed on Section 3.6(c) of the Parent Disclosure Schedule, without limitation, each Parent Benefit Plan that provides for retirement, change in control, stay or retention deferred compensation, incentive compensation, severance or retiree medical or life insurance benefitswhich case only representative standard forms of such agreements shall be scheduled. “Parent Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parent’s standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs or other compensatory equity award agreements made pursuant to Parent’s standard forms, in which case only representative standard forms of such agreements shall be scheduled)employment, consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-paid time off, holiday, welfare and fringe benefit plan, program, agreement, contractContract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded unfunded, subject or not subject to ERISA and including any that have been frozen or terminatedfrozen), in any each case, sponsored, maintained, administered, contributed to, or required to be contributed to, by Parent or Parent ERISA Affiliates any of its Subsidiaries for the benefit of any current or former employee, director, officer or individual independent contractor of Parent or any of its Subsidiaries or under which Parent or any of its Subsidiaries has any actual or contingent liability (including, without limitation, as to the result of it being treated as by or through a single employer under Sections 414(b) or 414(c) of the Code with any other personParent ERISA Affiliate).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a2.17(a) of the Parent Company Disclosure Schedule is a list of all material Parent Company Benefit Plans, including, without limitation, each Parent Company Benefit Plan that provides for retirement, change in control, stay or retention retention, deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parentthe Company’s standard form that may be terminated without notice and with no penalty to Parent and form, other than individual Parent Options, Parent RSUs Company Options or other compensatory equity award agreements made pursuant to Parentthe Company’s standard forms, in which case only representative standard forms of such agreements shall be scheduledscheduled and other than consulting agreements that may be terminated with 30 days or less days of notice), consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminatedfrozen), in any case, maintained, contributed to, or required to be contributed to, by Parent the Company or Parent any of its Subsidiaries or Company ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent the Company or any of its Subsidiaries or under which Parent the Company or any of its Subsidiaries has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code Section 414 with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a2.17(a) of the Parent Company Disclosure Schedule is a list of all material Parent Company Benefit Plans, including, without limitation, each Parent Company Benefit Plan that provides for retirement, change in control, stay or retention retention, deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment based (other than at-will employment offer letters on Parent’s standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs or other compensatory equity award agreements Company Options made pursuant to Parentthe Company’s standard forms, in which case only representative standard forms of such stock option agreements shall be scheduled), phantom equity, employment agreement or offer letter (other than at-will employment agreements or offer letters on the Company’s standard forms, in which case only representative standard form of such employment agreements or offer letters shall be scheduled), consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminatedfrozen), in any case, maintained, contributed to, or required to be contributed to, by Parent the Company or Parent any of its Subsidiaries or Company ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent the Company or any of its Subsidiaries or under which Parent the Company or any of its Subsidiaries has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code Section 414 with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a3.17(a) of the Parent Disclosure Schedule is a list of all material Parent Benefit Plans, including, without limitation, each Parent Benefit Plan that provides for retirement, change in control, stay or retention deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-at- will employment offer letters on Parent’s standard form that may be terminated without notice and with no penalty to Parent or any of its Subsidiaries and other than individual Parent Options, Parent RSUs or other compensatory equity award agreements made pursuant to Parent’s standard forms, in which case only representative standard forms of such agreements shall be scheduled), consulting, severance, change-of-of- control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to, or required to be contributed to, by Parent or any of its Subsidiaries or Parent ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent or any of its Subsidiaries or under which Parent or any of its Subsidiaries has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a2.17(a) of the Parent Company Disclosure Schedule is a list of all material Parent Company Benefit Plans, including, without limitation, each Parent Company Benefit Plan that provides for retirement, change in control, stay or retention retention, deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment based (other than at-will employment offer letters on Parent’s standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs or other compensatory equity award agreements Company Options made pursuant to Parentthe Company’s standard forms, in which case only representative standard forms of such stock option agreements shall be scheduled), phantom equity, employment (other than individual employment agreements made pursuant to the Company’s standard forms, in which case only representative standard forms of such employment agreements shall be scheduled), offer letter (other than individual offer letters made pursuant to the Company’s standard forms, in which case only representative standard forms of such offers shall be scheduled), consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminatedfrozen), in any case, maintained, contributed to, or required to be contributed to, by Parent the Company or Parent ERISA Affiliates any of its Subsidiaries for the benefit of any current or former employee, director, officer or independent contractor of Parent the Company or under which Parent the Company has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code Section 414 with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a2.18(a) of the Parent Company Disclosure Schedule is a list of all material Parent Company Benefit Plans, includingother than at-will employment offer letters or employment agreements on the Company’s standard form and other than individual compensatory equity award agreements made pursuant to the Company’s standard forms and disclosed on Section 2.6(c) of the Company Disclosure Schedule, without limitation, each Parent Benefit Plan that provides for retirement, change in control, stay or retention deferred compensation, incentive compensation, severance or retiree medical or life insurance benefitswhich case only representative standard forms of such agreements shall be scheduled. “Parent Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit profit-sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parent’s standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs or other compensatory equity award agreements made pursuant to Parent’s standard forms, in which case only representative standard forms of such agreements shall be scheduled)employment, consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-paid time off, holiday, welfare and fringe benefit plan, program, agreement, contractContract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded unfunded, subject or not subject to ERISA and including any that have been frozen or terminatedfrozen), in any each case, sponsored, maintained, administered, contributed to, or required to be contributed to, by Parent the Company or Parent ERISA Affiliates its Subsidiary for the benefit of any current or former employee, director, officer or individual independent contractor of Parent the Company (or beneficiary thereof) or under which Parent the Company or its Subsidiary has any actual or contingent liability (including, without limitation, as to the result of it being treated as by or through a single employer under Sections 414(b) or 414(c) of the Code with any other personCompany ERISA Affiliate).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a3.16(a) of the Parent MTS Disclosure Schedule is a list of all material Parent MTS Benefit Plans, including, without limitation, each Parent MTS Benefit Plan that provides for retirement, change in control, stay or retention retention, deferred compensation, incentive compensation, pension and severance or retiree medical or life insurance benefits. “Parent MTS Benefit Plan” means each each: (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on ParentMTS’s standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs MTS Options or other compensatory equity award agreements made pursuant to ParentMTS’s standard forms, in which case only representative standard forms of such agreements shall be scheduled), consulting, severance, change-of-control, retention, health, life, disability, group insurance, vacation benefits, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, policy or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminatedterminated within the three (3) years preceding the date hereof), in any case, maintained, contributed to, or required to be contributed to, by Parent MTS or Parent MTS ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent MTS or under which Parent MTS has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code Section 414 with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a2.17(a) of the Parent Company Disclosure Schedule is a list of all material Parent Company Benefit Plans, including, without limitation, each Parent Company Benefit Plan that provides for retirement, change in control, stay or retention retention, deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment based (other than at-will employment offer letters on Parent’s standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs or other compensatory equity award agreements Company Options made pursuant to Parentthe Company’s standard forms, in which case only representative standard forms of such stock option agreements shall be scheduled), phantom equity, employment, offer letter, consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminatedfrozen), in any case, maintained, contributed to, or required to be contributed to, by Parent the Company or Parent any of its Subsidiaries or Company ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent the Company or any of its Subsidiaries or under which Parent the Company or any of its Subsidiaries has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code Section 414 with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a3.17(a) of the Parent Disclosure Schedule is a list of all material Parent Benefit Plans, including, without limitation, each Parent Benefit Plan that provides for retirement, change in control, stay or retention deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parent’s standard form that may be terminated without notice and with no penalty to Parent and form, other than individual Parent Options, Parent RSUs Options or other compensatory equity award agreements made pursuant to Parent’s standard forms, in which case only representative standard forms of such agreements shall be scheduledscheduled and other than consulting agreements that may be terminated with 30 days or less days of notice), consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminatedfrozen), in any case, maintained, contributed to, or required to be contributed to, by Parent or Parent ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent or under which Parent has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code Section 414 with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a2.17(a) of the Parent Company Disclosure Schedule is a list of all material Parent Company Benefit Plans, including, without limitation, each Parent Company Benefit Plan that provides for retirement, change in control, stay or retention retention, deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parentthe Company’s standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs or other compensatory equity award agreements made pursuant to Parentthe Company’s standard forms, in which case only representative standard forms of such agreements shall be scheduled), consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminatedfrozen), in any case, maintained, contributed to, or required to be contributed to, by Parent the Company or Parent any of its Subsidiaries or Company ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent the Company or any of its Subsidiaries or under which Parent the Company or any of its Subsidiaries has any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code Section 414 with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a2.17(a) of the Parent Company Disclosure Schedule is a list of all material Parent Company Benefit Plans, including, without limitation, including each Parent Company Benefit Plan that provides for retirement, change in control, stay or retention retention, deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parentthe Company’s standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs Company Options or other compensatory equity award agreements made pursuant to Parentthe Company’s standard forms, in which case only representative standard forms of such agreements shall be scheduled), consulting, severance, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to, or required to be contributed to, by Parent the Company or Parent Company ERISA Affiliates for the benefit of any current or former employee, director, director or officer or independent contractor of Parent the Company or under which Parent the Company has any actual or contingent liability (including, without limitation, including as to the result of it being treated as a single employer under Sections 414(b) or 414(c) of the Code Section 414 with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.18(a2.17(a) of the Parent Company Disclosure Schedule is a list of all material Parent Company Benefit Plans, including, without limitation, each Parent Company Benefit Plan that provides for retirement, change in control, stay or retention retention, deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “Parent Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) all other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parentthe Company’s standard form that may be terminated without notice and with no penalty to Parent and other than individual Parent Options, Parent RSUs Company Options or other compensatory equity award agreements made pursuant to Parentthe Company’s standard forms, in which case only representative standard forms of such agreements shall be scheduled), consulting, severance, salary continuation, change-of-control, retention, health, life, disability, group insurance, paid-time off, holiday, welfare and fringe benefit plan, program, agreement, contractContract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to, or required to be contributed to, by Parent the Company or Parent any of its Subsidiaries or Company ERISA Affiliates for the benefit of any current or former employee, director, officer or independent contractor of Parent the Company or any of its Subsidiaries or under which Parent the Company or any of its Subsidiaries has any actual or contingent liability Liability (including, without limitation, as to the result of it being treated as a single employer under Sections 414(b) Code Section 414 or 414(cunder common control under Section 4001(b)(1) of the Code ERISA with any other person).