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

Employee and Labor Matters; Benefit Plans. (a) Parent has delivered or made available to Company copies of each salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement (collectively, the “Parent Plans”) sponsored, maintained, contributed to or required to be contributed to by Parent or any Parent Subsidiary for the benefit of any employee of Parent or any Parent Subsidiary. (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it under each Parent Plan and is not in default under or violation of, and Parent has no Knowledge of any default under or violation by any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefits), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against Parent or any Parent Subsidiary under any worker’s compensation policy or long-term disability policy.

Employee and Labor Matters; Benefit Plans. (a) Section 3.17(a) of the Parent has delivered Disclosure Schedule is a list of all Parent Benefit Plans, including, without limitation, each Parent Benefit Plan that provides for retirement, change in control, stay or made available to Company copies of each salary, bonusretention, 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 (whether or not ERISA governs such plan) and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based (other than individual Parent Options made pursuant to Parent’s standard forms, in which case only representative standard forms of such stock purchaseoption agreements and other award agreements shall be scheduled), stock optionphantom equity, severance payemployment (other than individual employment agreements made pursuant to Parent’s standard forms, termination payin which case only representative standard forms of such employment agreements shall be scheduled), hospitalizationoffer letter (other than individual offer letters made pursuant to Parent’s standard forms, medicalin which case only representative standard forms of such offers shall be scheduled), life or other consulting, severance, change-of-control, retention, health, life, disability, group insurance, supplemental unemployment benefitspaid-time off, profit-sharingholiday, pension or retirement welfare and fringe benefit plan, program program, agreement, Contract, or agreement arrangement (collectivelywhether written or unwritten, the “Parent Plans”) sponsoredqualified or nonqualified, funded or unfunded and including any that have been frozen), in any case, maintained, contributed to to, or required to be contributed to to, by Parent or any Parent Subsidiary ERISA Affiliates for the benefit of any employee current or former employee, director, officer or independent contractor of Parent or any Parent Subsidiary. (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it under each Parent Plan and is not in default under or violation of, and which Parent has no Knowledge any actual or contingent liability (including, without limitation, as to the result of any default it being treated as a single employer under or violation by Code Section 414 with any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefitsperson), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against Parent or any Parent Subsidiary under any worker’s compensation policy or long-term disability policy.

Employee and Labor Matters; Benefit Plans. (a) Section 3.17(a) of the Parent has delivered Disclosure Schedule lists, as of the date of this Agreement, all material Parent Benefit Plans, including, each Parent Benefit Plan that provides for retirement, change in control, stay or made available to Company copies of each salary, bonusretention, deferred compensation, incentive compensation, stock purchaseseverance 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, stock optionretirement, severance paydeferred compensation, termination payexcess benefit, hospitalizationprofit sharing, medicalbonus, life 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, supplemental unemployment benefitspaid-time off, profit-sharingholiday, pension or retirement welfare and fringe benefit plan, program program, agreement, contract, or agreement arrangement (collectivelyother than regular salary or wages) (whether written or unwritten, the “Parent Plans”) sponsoredqualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to to, or required to be contributed to to, by Parent, any of its Subsidiaries or Parent or any Parent Subsidiary ERISA Affiliates for the benefit of any employee current or former employee, director, officer or independent contractor of Parent or any Parent Subsidiary. (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it of its Subsidiaries or under each Parent Plan and is not in default under or violation of, and Parent has no Knowledge of any default under or violation by any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefits), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against which Parent or any Parent Subsidiary 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 Section 414 of the Code with any worker’s compensation policy or long-term disability policyother person).

Employee and Labor Matters; Benefit Plans. (a) Part 3.15(a) of the Parent has delivered Disclosure Schedule contains a list of all salaried employees of Parent and each Parent Subsidiary as of the date of this Agreement whose annual salaries are greater than $60,000, and correctly reflects their salaries, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation or made available commission arrangements), their dates of employment and their positions. Neither Parent nor any Parent Subsidiary is a party to Company copies any collective bargaining contract or other Contract with a labor union involving any of its employees. (b) Part 3.15(b) of the Parent Disclosure Documents identifies each salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement (collectively, individually referred to as a "Parent Plan" and collectively referred to as the “"Parent Plans”") sponsored, maintained, contributed to or required to be contributed to by Parent or any Parent Subsidiary for the benefit of any current or former employee of Parent or any Parent Subsidiary. (bc) Neither Parent nor any Parent Subsidiary maintains, sponsors or contributes to, and, to the best of the knowledge of Parent, neither Parent nor any Parent Subsidiary has at any time in the past maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of ERISA), whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of employees or former employees of Parent (a "Parent Pension Plan"). (d) Neither Parent nor any Parent Subsidiary maintains, sponsors or contributes to any employee welfare benefit plan (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of employees or former employees of Parent or any Parent Subsidiary (a "Parent Welfare Plan") except for those Parent Welfare Plans described in Part 3.15(d) of the Parent Disclosure Schedule or in the Parent SEC Documents, none of which is a multiemployer plan (within the meaning of Section 3(37) of ERISA). (e) With respect to each Parent Plan, Parent has delivered to the Company: (i) an accurate and complete copy of such Parent Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report (if required under ERISA) with respect to such Parent Plan for each of 1994 and 1995; (iii) an accurate and complete copy of (A) the most recent summary plan description, together with each Summary of Material Modifications (if required under ERISA) with respect to such Parent Plan, and (B) each material employee communication relating to such Parent Plan; (iv) if such Parent Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the most recent financial statements thereof; (v) accurate and complete copies of all Contracts relating to such Parent Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code). (f) Neither Parent nor any Parent Subsidiary is required to be, and, to the best of the knowledge of Parent, neither Parent nor any Parent Subsidiary has ever been required to be, treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Neither Parent nor any Parent Subsidiary has ever been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. To the best knowledge of Parent, neither Parent nor any Parent Subsidiary has ever made a complete or partial withdrawal from a "multiemployer plan" (as defined in Section 3(37) of ERISA) resulting in "withdrawal liability" (as defined in Section 4201 of ERISA), without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA. (g) Neither Parent nor any Parent Subsidiary has any plan or commitment to create any additional Parent Welfare Plan or any Parent Pension Plan, or to modify or change any existing Parent Welfare Plan or Parent Pension Plan (other than to comply with applicable law). (h) No Parent Welfare Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former employee of Parent or any Parent Subsidiary after any such employee's termination of service (other than (i) benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code, (ii) deferred compensation benefits accrued as liabilities on the consolidated financial statements included in the Parent SEC Documents, and (iii) benefits the full cost of which are borne by current or former employees of Parent or any Parent Subsidiary (or their beneficiaries)). (i) With respect to each of Parent Welfare Plans constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of Section 4980B of the Code ("COBRA") have been complied with in all material respects. (j) Each of the Parent Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including ERISA and the Code. (k) Each of the Parent Plans intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service, and Parent is not aware of any reason why any such determination letter should be revoked. (l) Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will result in any bonus payment, golden parachute payment, severance payment or other payment to any current or former employee or director of Parent or any Parent Subsidiary (whether or not under any Parent Plan), or materially increase the benefits payable under any Parent Plan, or result in any acceleration of the time of payment or vesting of any such benefits. (m) Parent and each Parent Subsidiary has performed all obligations required to be performed by it under each Parent Plan and is not in default under or violation of, and Parent has no Knowledge of any default under or violation by any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or compliance in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefits), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions respects with all applicable Legal Requirements and other payments required by Contracts relating to employment, employment practices, employee compensation, wages, bonuses and due under the terms and conditions of each Parent Planemployment. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against Parent or any Parent Subsidiary under any worker’s compensation policy or long-term disability policy.

Employee and Labor Matters; Benefit Plans. (a) Section 3.17(a) of the Parent has delivered Disclosure Schedule lists, as of the date of this Agreement, all material Parent Benefit Plans, including, each Parent Benefit Plan that provides for retirement, change in control, stay or made available to Company copies of each salary, bonusretention, deferred compensation, incentive compensation, stock purchaseseverance 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, stock optionretirement, severance paydeferred compensation, termination payexcess benefit, hospitalizationprofit sharing, medicalbonus, life 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, supplemental unemployment benefitspaid-time off, profit-sharingholiday, pension or retirement welfare and fringe benefit plan, program program, agreement, contract, or agreement arrangement (collectivelyother than regular salary or wages) (whether written or unwritten, the “Parent Plans”) sponsoredqualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to to, or required to be contributed to to, by Parent, any of its Subsidiaries or Parent or any Parent Subsidiary ERISA Affiliates for the benefit of any employee current or former employee, director, officer or independent contractor of Parent or any Parent Subsidiary. (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it of its Subsidiaries or under each Parent Plan and is not in default under or violation of, and Parent has no Knowledge of any default under or violation by any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefits), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against which Parent or any Parent Subsidiary of its Subsidiaries have any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Section 414 of the Code with any worker’s compensation policy or long-term disability policyother person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.17(a) of the Parent has delivered Disclosure Schedule is a list of all Parent Benefit Plans, other than employment offer letters on Parent’s standard form and other than individual Parent Options or other compensatory equity award agreements made available pursuant to Company copies the Parent’s standard forms, in which case only representative standard forms of such agreements shall be scheduled. “Parent Benefit Plan” means each salary(i) ”employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, bonusretirement, deferred compensation, incentive compensationexcess benefit, stock purchaseprofit sharing, stock optionbonus, severance payincentive, termination payequity or equity-based, hospitalizationphantom equity, medicalemployment, life or other consulting, severance, change-of-control, retention, health, life, disability, group insurance, supplemental unemployment benefitspaid time off, profit-sharingholiday, pension or retirement welfare and fringe benefit plan, program program, agreement, Contract, or agreement arrangement (collectivelywhether written or unwritten, the “Parent Plans”) qualified or nonqualified, funded or unfunded, subject or not subject to ERISA and including any that have been frozen), in each case, sponsored, maintained, administered, contributed to to, or required to be contributed to to, by Parent or any Parent Subsidiary of its Subsidiaries for the benefit of any employee current or former employee, director, officer or independent contractor of Parent or any of its Subsidiaries or under which Parent Subsidiary. or any of its Subsidiaries has any actual or contingent liability (bincluding, without limitation, by reason of having a Parent ERISA Affiliate). Section 3.17(a) of the Parent and each Disclosure Schedule indicates which of the Parent Subsidiary has performed Benefit Plans are maintained by a professional employer organization (“Parent PEO Plans”). Notwithstanding anything herein to the contrary, all obligations required representations pursuant to be performed by it under each Parent Plan and is not this Section 3.17 in default under or violation of, and Parent has no Knowledge of any default under or violation by any other party of, the terms respect of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably PEO Plan shall only be expected made to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefits), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan’s Knowledge. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against Parent or any Parent Subsidiary under any worker’s compensation policy or long-term disability policy.

Employee and Labor Matters; Benefit Plans. (a) Parent has delivered Section 2.17(a) of the Company Disclosure Schedule of the Company Disclosure Schedule lists, as of the date of this Agreement, all material Company Benefit Plans, including, each Company Benefit Plan that provides for retirement, change in control, stay or made available to Company copies of each salary, bonusretention, deferred compensation, incentive compensation, stock purchaseseverance or retiree medical or life insurance benefits. “Company Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, stock optionretirement, severance paydeferred compensation, termination payexcess benefit, hospitalizationprofit sharing, medicalbonus, life incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on the Company’s standard form that may be terminated without notice and with no penalty to the Company or any of its Subsidiaries and other than compensatory equity award agreements made pursuant to the 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, supplemental unemployment benefitspaid-time off, profit-sharingholiday, pension or retirement welfare and fringe benefit plan, program program, agreement, contract, or agreement arrangement (collectivelyother than regular salary or wages) (whether written or unwritten, the “Parent Plans”) sponsoredqualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to to, or required to be contributed to to, by Parent the Company, any of its Subsidiaries or any Parent Subsidiary Company ERISA Affiliates for the benefit of any employee current or former employee, director, officer or independent contractor of Parent the Company or any Parent Subsidiary. of its Subsidiaries or under which the Company or any of its Subsidiaries have any actual or contingent liability (b) Parent and each Parent Subsidiary has performed all obligations required including, without limitation, as to be performed by the result of it being treated as a single employer under each Parent Plan and is not in default under or violation of, and Parent has no Knowledge Section 414 of any default under or violation by the Code with any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefitsperson), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against Parent or any Parent Subsidiary under any worker’s compensation policy or long-term disability policy.

Employee and Labor Matters; Benefit Plans. (a) Parent has delivered or made available to Section 2.17(a) of the Company copies of each salaryDisclosure Schedule lists, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement (collectively, the “Parent Plans”) sponsored, maintained, contributed to or required to be contributed to by Parent or any Parent Subsidiary for the benefit of any employee of Parent or any Parent Subsidiary. (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it under each Parent Plan and is not in default under or violation of, and Parent has no Knowledge of any default under or violation by any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As as of the date of this Agreement, there are no claims all material Company Benefit Plans. “Company Benefit Plan” means each (i) “employee benefit plan,” as defined in Section 3(3) of ERISA, whether or Legal Proceedings pendingnot subject to ERISA, orand (ii) any other pension, to the Knowledge of Parentretirement, threatened deferred compensation, excess benefit, profit-sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than routine claims for benefitsat-will employment offer letters on Company’s standard form that may be terminated without notice and with no penalty to Company or any of its Subsidiaries and other than individual Company Options, or other compensatory equity award grants made pursuant to Company’s standard forms, in which case only representative standard forms of such agreements shall be scheduled), against consulting, severance, change-of-control, stay or retention, medical, dental, vision, health, prescription drug, life, disability, cafeteria plan, flexible spending account, employee assistance program, travel assistance, accidental death & dismemberment, group insurance, retiree medical or life insurance, paid-time-off, holiday, welfare or 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 Parent Plan that have been frozen), in each case, maintained, contributed to, or against required to be contributed to, by the assets Company or any of its Subsidiaries for the benefit of any Parent Plan. As current or former employee, director, officer, or independent contractor of the date Company or any of this Agreementits Subsidiaries or under which the Company or any of its Subsidiaries have or could have any actual or contingent liability (including, there are no auditswithout limitation, inquiries or Legal Proceedings pending or, as to the Knowledge result of Parent, threatened by any Governmental Body with respect to any Parent Plan. As it being treated as a single employer under Section 414 of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and Code with any other payments required by and due under the terms of each Parent Planperson). (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against Parent or any Parent Subsidiary under any worker’s compensation policy or long-term disability policy.

Employee and Labor Matters; Benefit Plans. (a) Section 3.17(a) of the Parent has delivered or Disclosure Schedule is a list of all material Parent Benefit Plans (except for (A) any individual stock purchase, stock option and other equity compensation agreements which do not deviate from the representative forms of such agreements made available to Company copies the Company, and (B) employment agreements and offer letters establishing at-will employment without obligating Parent to make any payment or provide any benefit upon termination of employment other than through a plan, program, policy, arrangement or agreement listed on Section 3.17(a) of the Parent Disclosure Schedule). “Parent Benefit Plan” means each salary(i) “employee benefit plan” as defined in Section 3(3) of ERISA and (ii) other pension, bonusretirement, deferred compensation, incentive compensationexcess benefit, stock purchaseprofit sharing, stock optionbonus, severance paycommission, termination payequity or equity-based incentive, hospitalizationphantom equity, medicalemployment, life or other consulting, severance, change-of-control, retention, health, life, disability, group insurance, supplemental unemployment benefitspaid time off, profit-sharingholiday, pension or retirement welfare and fringe benefit plan, program program, agreement, contract, or agreement arrangement (collectivelywhether written or unwritten, the “Parent Plans”) qualified or nonqualified, funded or unfunded and including any that have been frozen), in each case, sponsored, maintained, administered, contributed to to, or required to be contributed to to, by Parent or any of its Subsidiaries or Parent Subsidiary ERISA Affiliates for the benefit of any employee current or former employee, director, officer or independent contractor of Parent or any Parent Subsidiary. (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it of its Subsidiaries or under each Parent Plan and is not in default under or violation of, and Parent has no Knowledge of any default under or violation by any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefits), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against which Parent or any Parent Subsidiary 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 Code Section 414 with any worker’s compensation policy or long-term disability policyother person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.17(a) of the Parent has delivered Disclosure Schedule lists, as of the date of this Agreement, all material Parent Benefit Plans, including, without limitation, each Parent Benefit Plan that provides for retirement, change in control, stay or made available to Company copies of each salary, bonusretention, deferred compensation, incentive compensation, stock purchaseseverance 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, stock optionretirement, severance paydeferred compensation, termination payexcess benefit, hospitalizationprofit sharing, medicalbonus, life 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, supplemental unemployment benefitspaid-time off, profit-sharingholiday, pension or retirement welfare and fringe benefit plan, program program, agreement, contract, or agreement arrangement (collectivelyother than regular salary or wages) (whether written or unwritten, the “Parent Plans”) sponsoredqualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to to, or required to be contributed to to, by Parent, any of its Subsidiaries or Parent or any Parent Subsidiary ERISA Affiliates for the benefit of any employee current or former employee, director, officer or independent contractor of Parent or any Parent Subsidiary. (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it of its Subsidiaries or under each Parent Plan and is not in default under or violation of, and Parent has no Knowledge of any default under or violation by any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefits), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against which Parent or any Parent Subsidiary 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 Section 414 of the Code with any worker’s compensation policy or long-term disability policyother person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.17(a) of the Parent has delivered 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 made available to Company copies of each salary, bonus, retention deferred compensation, incentive compensation, stock purchaseseverance 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, stock optionretirement, severance paydeferred compensation, termination payexcess benefit, hospitalizationprofit sharing, medicalbonus, life incentive, equity or equity-based, phantom equity, employment (other 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, in which case only representative standard forms of such agreements shall be scheduled), consulting, severance, change-of-control, retention, health, life, disability, group insurance, supplemental unemployment benefitspaid-time off, profit-sharingholiday, pension or retirement welfare and fringe benefit plan, program program, contract, or agreement arrangement (collectivelywhether written or unwritten, the “Parent Plans”) sponsoredqualified or nonqualified, funded or unfunded and including any that have been frozen), in any case, maintained, contributed to to, or required to be contributed to to, by Parent or any of its Subsidiaries or Parent Subsidiary ERISA Affiliates for the benefit of any employee current or former employee, director, officer or independent contractor of Parent or any Parent Subsidiary. (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it of its Subsidiaries or under each Parent Plan and is not in default under or violation of, and Parent has no Knowledge of any default under or violation by any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefits), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against which Parent or any Parent Subsidiary 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 Code Section 414 with any worker’s compensation policy or long-term disability policyother person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.17(a) of the Parent has delivered Disclosure Schedule is a list as of the date of this Agreement of all Parent Benefit Plans, including each Parent Benefit Plan that provides for retirement, change in control, stay or made available to Company copies of each salary, bonusretention, 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 (whether or not ERISA governs such plan) and (ii) other pension, retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, equity or equity-based (other than individual Parent Options or Parent RSUs made pursuant to Parent’s standard forms, in which case only representative standard forms of such stock purchaseoption agreements and other award agreements shall be scheduled), stock optionphantom equity, severance payemployment (other than individual employment agreements made pursuant to Parent’s standard forms, termination payin which case only representative standard forms of such employment agreements shall be scheduled), hospitalizationoffer letter (other than individual offer letters made pursuant to Parent’s standard forms, medicalin which case only representative standard forms of such offers shall be scheduled), life or other consulting, severance, change-of-control, retention, health, life, disability, group insurance, supplemental unemployment benefitspaid-time off, profit-sharingholiday, pension or retirement welfare and fringe benefit plan, program program, agreement, Contract, or agreement arrangement (collectivelywhether written or unwritten, the “qualified or nonqualified, funded or unfunded and including any that have been frozen or terminated but only if Parent Plans”) sponsoredhas continuing liabilities with respect thereto), in any case, maintained, contributed to to, or required to be contributed to to, by Parent, any of its Subsidiaries or Parent or any Parent Subsidiary ERISA Affiliates for the benefit of any employee current or former employee, director, officer or independent contractor of Parent or any Parent Subsidiary. (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it of its Subsidiaries or under each Parent Plan and is not in default under or violation of, and Parent has no Knowledge of any default under or violation by any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefits), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against which Parent or any Parent Subsidiary of its Subsidiaries has any Liability (including as the result of its being treated as a single employer under Code Section 414 with any worker’s compensation policy or long-term disability policyother person).

Employee and Labor Matters; Benefit Plans. (a) Parent has delivered Section 2.17(a) of the Company Disclosure Schedule is a list as of the date of this Agreement of all Company Benefit Plans, including each Company Benefit Plan that provides for retirement, change in control, stay or made available to Company copies of each salary, bonusretention, deferred compensation, incentive compensation, severance or retiree medical or life insurance benefits. “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 (other than individual Company Options made pursuant to the Company’s standard forms, in which case only representative standard forms of such stock purchaseoption agreements shall be scheduled), stock optionphantom equity, severance payemployment (other than individual employment agreements made pursuant to the Company’s standard forms, termination payin which case only representative standard forms of such employment agreements shall be scheduled), hospitalizationoffer letter (other than individual offer letters made pursuant to the Company’s standard forms, medicalin which case only representative standard forms of such offers shall be scheduled), life or other consulting, severance, change-of-control, retention, health, life, disability, group insurance, supplemental unemployment benefitspaid-time off, profit-sharingholiday, pension or retirement welfare and fringe benefit plan, program program, agreement, Contract, or agreement arrangement (collectivelywhether written or unwritten, qualified or nonqualified, funded or unfunded and including any that have been frozen or terminated but only if the “Parent Plans”) sponsoredCompany has continuing liabilities with respect thereto), in any case, maintained, contributed to to, or required to be contributed to to, by Parent the Company or any Parent Subsidiary of its Subsidiaries or Company ERISA Affiliates for the benefit of any employee current or former employee, director, officer or independent contractor of Parent the Company or any Parent Subsidiary. of its Subsidiaries or under which the Company or any of its Subsidiaries has any Liability (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it including as the result of its being treated as a single employer under each Parent Plan and is not in default under or violation of, and Parent has no Knowledge of any default under or violation by Code Section 414 with any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefitsperson), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against Parent or any Parent Subsidiary under any worker’s compensation policy or long-term disability policy.

Employee and Labor Matters; Benefit Plans. (a) Section 3.17(a) of the Parent has delivered Disclosure Schedule is a list of all Parent Benefit Plans, including, without limitation, each Parent Benefit Plan that provides for retirement, change in control, stay or made available to Company copies of each salary, bonus, 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 (other than individual Parent Options made pursuant to the Parent’s standard forms, in which case only representative standard forms of such stock purchaseoption agreements shall be scheduled), stock optionphantom equity, severance payemployment (other than individual employment agreements made pursuant to Parent’s standard forms, termination payin which case only representative standard forms of such employment agreements shall be scheduled), hospitalizationoffer letter (other than individual offer letters made pursuant to Parent’s standard forms, medicalin which case only representative standard forms of such offers shall be scheduled), life or other consulting, severance, change-of-control, retention, health, life, disability, group insurance, supplemental unemployment benefitspaid-time off, profit-sharingholiday, pension or retirement welfare and fringe benefit plan, program program, contract, or agreement arrangement (collectivelywhether written or unwritten, the “Parent Plans”) sponsoredqualified or nonqualified, funded or unfunded and including any that have been frozen), in any case, maintained, contributed to to, or required to be contributed to to, by Parent or any Parent Subsidiary of its subsidiaries for the benefit of any employee current or former employee, director, officer or independent contractor of Parent or any Parent Subsidiary. (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it under each Parent Plan and is not in default under or violation of, and which Parent has no Knowledge any actual or contingent liability (including, without limitation, as to the result of any default it being treated as a single employer under or violation by Code Section 414 with any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefitsperson), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against Parent or any Parent Subsidiary under any worker’s compensation policy or long-term disability policy.

Employee and Labor Matters; Benefit Plans. (a) Section 3.17(a) of the Parent has delivered or made available to Company copies of each salaryDisclosure Schedule lists, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement (collectively, the “Parent Plans”) sponsored, maintained, contributed to or required to be contributed to by Parent or any Parent Subsidiary for the benefit of any employee of Parent or any Parent Subsidiary. (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it under each Parent Plan and is not in default under or violation of, and Parent has no Knowledge of any default under or violation by any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As as of the date of this Agreement, there are no claims all material Parent Benefit Plans. “Parent Benefit Plan” means each (i) “employee benefit plan,” as defined in Section 3(3) of ERISA, whether or Legal Proceedings pendingnot subject to ERISA, orand (ii) any other pension, to the Knowledge of Parentretirement, threatened deferred compensation, excess benefit, profit-sharing, bonus, incentive, equity or equity-based, phantom equity, employment (other than routine claims for benefits), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are at-will employment offer letters on Parent’s standard form that may be terminated without notice and with no audits, inquiries or Legal Proceedings pending or, penalty to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against Parent or any of its Subsidiaries and other than individual Parent Subsidiary Options, Parent RSUs, or other compensatory equity award grants 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, stay or retention, medical, dental, vision, health, prescription drug, life, disability, cafeteria plan, flexible spending account, employee assistance program, travel assistance, accidental death & dismemberment, group insurance, retiree medical or life insurance, paid-time-off, holiday, welfare or 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), in each case, maintained, contributed to, or required to be contributed to, by Parent or any of its Subsidiaries 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 worker’s compensation policy of its Subsidiaries have or long-term disability policycould have any actual or contingent liability (including, without limitation, as to the result of it being treated as a single employer under Section 414 of the Code with any other person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.17(a) of the Parent has delivered Disclosure Schedule is a list of all Parent Benefit Plans, including, without limitation, each Parent Benefit Plan that provides for retirement, change in control, stay or made available to Company copies of each salary, bonus, 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 (other than individual Parent Options made pursuant to the Parent’s or its Subsidiaries’ standard forms, in which case only representative standard forms of such stock purchaseoption agreements shall be scheduled), stock optionphantom equity, severance payemployment agreement or offer letter (other than at-will employment agreements or offer letters on the Company’s standard forms, termination payin which case only representative standard form of such employment agreements or offer letters shall be scheduled), hospitalizationconsulting, medicalseverance, life or other change-of-control, retention, health, life, disability, group insurance, supplemental unemployment benefitspaid-time off, profit-sharingholiday, pension or retirement welfare and fringe benefit plan, program program, contract, or agreement arrangement (collectivelywhether written or unwritten, the “Parent Plans”) sponsoredqualified or nonqualified, funded or unfunded and including any that have been frozen), in any case, maintained, contributed to to, or required to be contributed to to, by Parent or any Parent Subsidiary ERISA Affiliates for the benefit of any employee current or former employee, director, officer or independent contractor of Parent its Subsidiaries or under which Parent its Subsidiaries has any Parent Subsidiary. actual or contingent liability (b) Parent and each Parent Subsidiary has performed all obligations required including, without limitation, as to be performed by the result of it being treated as a single employer under each Parent Plan and is not in default under or violation of, and Parent has no Knowledge of any default under or violation by Code Section 414 with any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefitsperson), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against Parent or any Parent Subsidiary under any worker’s compensation policy or long-term disability policy.

Employee and Labor Matters; Benefit Plans. (a) Section 3.16(a) of the Parent has delivered 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 made available to Company copies of each salary, bonus, retention deferred compensation, incentive compensation, stock purchaseseverance 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) all other pension, stock optionretirement, severance paydeferred compensation, termination payexcess benefit, hospitalizationprofit sharing, medicalbonus, life incentive, equity or equity-based, phantom equity, employment (other than at-will 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, 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, supplemental unemployment benefitspaid-time off, profit-sharingholiday, pension or retirement welfare and fringe benefit plan, program program, Contract, or agreement arrangement (collectivelywhether written or unwritten, the “Parent Plans”) sponsoredqualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to to, or required to be contributed to to, by Parent or any of its Subsidiaries or Parent Subsidiary ERISA Affiliates for the benefit of any employee current or former employee, director, officer or independent contractor of Parent or any Parent Subsidiary. (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it of its Subsidiaries or under each Parent Plan and is not in default under or violation of, and Parent has no Knowledge of any default under or violation by any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefits), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against which Parent or any Parent Subsidiary 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 Code Section 414 or under common control under Section 4001(b)(1) of ERISA with any worker’s compensation policy or long-term disability policyother person).

Employee and Labor Matters; Benefit Plans. (a) Section 3.17(a) of the Parent has delivered Disclosure Schedule is a list of all Parent Benefit Plans, including, without limitation, each Parent Benefit Plan that provides for retirement, change in control, stay or made available to Company copies of each salary, bonus, 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 (other than individual Parent Options made pursuant to the Parent’s standard forms, in which case only representative standard forms of such stock purchaseoption agreements shall be scheduled), stock optionphantom equity, severance payemployment, termination payoffer letter, hospitalizationconsulting, medicalseverance, life or other change-of-control, retention, health, life, disability, group insurance, supplemental unemployment benefitspaid-time off, profit-sharingholiday, pension or retirement welfare and fringe benefit plan, program program, contract, or agreement arrangement (collectivelywhether written or unwritten, the “Parent Plans”) sponsoredqualified or nonqualified, funded or unfunded and including any that have been frozen), in any case, maintained, contributed to to, or required to be contributed to to, by Parent or any Parent Subsidiary ERISA Affiliates for the benefit of any employee current or former employee, director, officer or independent contractor of Parent or any Parent Subsidiary. (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it under each Parent Plan and is not in default under or violation of, and which Parent has no Knowledge any actual or contingent liability (including, without limitation, as to the result of any default it being treated as a single employer under or violation by Code Section 414 with any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefitsperson), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against Parent or any Parent Subsidiary under any worker’s compensation policy or long-term disability policy.

Employee and Labor Matters; Benefit Plans. (a) Section 3.17(a) of the Parent has delivered 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 made available to Company copies of each salary, bonusretention, deferred compensation, incentive compensation, stock purchasepension and 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, stock optionretirement, severance paydeferred compensation, termination payexcess benefit, hospitalizationprofit sharing, medicalbonus, life incentive, equity or equity-based, phantom equity, employment (other than at-will employment offer letters on Parent’s standard form 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, supplemental unemployment vacation benefits, profitpaid-sharingtime off, pension or retirement holiday, welfare and fringe benefit plan, program program, agreement, contract, policy or agreement arrangement (collectivelywhether written or unwritten, the “Parent Plans”) sponsoredqualified or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, maintained, contributed to to, or required to be contributed to to, by Parent or any Parent Subsidiary ERISA Affiliates for the benefit of any employee current or former employee, director, officer or independent contractor of Parent or any Parent Subsidiary. (b) Parent and each Parent Subsidiary has performed all obligations required to be performed by it under each Parent Plan and is not in default under or violation of, and which Parent has no Knowledge any actual or contingent liability (including, without limitation, as to the result of any default it being treated as a single employer under or violation by Code Section 414 with any other party of, the terms of any Parent Plan, except for any non-performance, defaults or violations that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. As of the date of this Agreement, there are no claims or Legal Proceedings pending, or, to the Knowledge of Parent, threatened (other than routine claims for benefitsperson), against any Parent Plan or against the assets of any Parent Plan. As of the date of this Agreement, there are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by any Governmental Body with respect to any Parent Plan. As of the date of this Agreement, Parent and each Parent Subsidiary have made all material contributions and other payments required by and due under the terms of each Parent Plan. (c) As of the date of this Agreement, there are no pending or, to the Knowledge of Parent, threatened claims or Legal Proceedings against Parent or any Parent Subsidiary under any worker’s compensation policy or long-term disability policy.