Common use of Employee and Related Matters; ERISA Clause in Contracts

Employee and Related Matters; ERISA. (a) Section 7.12 of the Seller Disclosure Letter contains a true and complete list, as of the date of this Agreement, of each material Seller Benefit Plan and each material Seller Benefit Agreement, other than any such Seller Benefit Agreement for which Seller or any Selling Subsidiary shall be solely liable and which shall not cause Purchaser or any of its Subsidiaries (or ERISA Affiliates) to incur, or result in Purchaser or any of its Subsidiaries (or ERISA Affiliates) incurring, any liabilities or obligations, whether by law, by contract or otherwise. (b) As of the date of this Agreement, Seller has made available to Purchaser true, complete and correct copies of all material Seller Benefit Agreements (or forms thereof) and all material Seller Benefit Plans (or, in the case of a Seller Benefit Plan, a complete and accurate description of the material terms thereof with respect thereto) listed on Section 7.12 of the Seller Disclosure Letter, in each case that cover any individual identified as a Covered Employee as of the date of this Agreement, except where Seller or its Subsidiaries are strictly prohibited from making available such Seller Benefit Agreements or Seller Benefit Plans under Applicable Laws regarding the safeguarding of data privacy or any other obligations to maintain the confidentiality of such information under Applicable Law, in which case, Seller has provided a redacted Seller Benefit Agreement or Seller Benefit Plan (or a summary thereof) as is permissible under Applicable Laws regarding the safeguarding of data privacy or any other obligations to maintain the confidentiality of such information under Applicable Law. As of the date of this Agreement, to the Knowledge of Seller, there are no individuals identified as Covered Employees as of the date of this Agreement working for Seller or any of its Subsidiaries under any of the Seller Benefit Agreements identified in Section 7.12 of the Seller Disclosure Letter whose individual Seller Benefit Agreement varies materially from the applicable form of Seller Benefit Agreement described in this Section 7.12(b). (c) Each Assumed Benefit Plan and each Assumed Benefit Agreement is and has been operated in compliance in all material respects with all Applicable Laws (including, to the extent applicable, ERISA and the Code), the terms of such Assumed Benefit Plan or Assumed Benefit Agreement and of all applicable Employee Representative Agreements, and has been maintained, where required by Applicable Law, in good standing in all material respects with applicable regulatory authorities, and, as of the date hereof, nothing has occurred or is reasonably expected to occur that would cause the material loss or denial of such good standing. (d) All contributions or amounts owed or required to be made and premiums under each Assumed Benefit Plan and Assumed Benefit Agreement have either been made when due or, to the extent required by U.S. GAAP, accounted for in the applicable financial statements of Seller or its Affiliates. No condition exists that would subject the Purchaser or any of its Affiliates (including ERISA Affiliates) to any material withdrawal liability, requirement to provide material security, material fine, excise tax, penalty, Loss or similar material liability or obligation under any Assumed Benefit Plan or Assumed Benefit Agreement. (e) As of the date of this Agreement, there is no suit, action, dispute, claim, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the Knowledge of Seller, threatened, alleging any breach of the terms of any Assumed Benefit Plan (or the assets thereof) or Assumed Benefit Agreement or of any fiduciary duties thereunder or violation of any Applicable Law with respect to any such Assumed Benefit Plan or Assumed Benefit Agreement, except for any suit, action, dispute, claim, arbitration or legal, administrative or other proceeding or governmental investigation that is not, individually or in the aggregate, reasonably likely to result in a material liability to Purchaser and its Subsidiaries, taken as a whole. (f) No Assumed Benefit Plan and no Assumed Benefit Agreement would result, separately or in the aggregate, as a result of the transactions contemplated by the Transaction Agreements, in (i) the payment (whether in connection with any termination of employment or otherwise) of any “excess parachute payment” within the meaning of Section 280G of the Code as a result of the transactions contemplated by the Transaction Agreements or (ii) except as required by Applicable Law or as set forth on Section 7.12 of the Seller Disclosure Letter, the payment, acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase of benefits or obligation to fund benefits with respect to any Covered Employee.

Employee and Related Matters; ERISA. (ai) Section 7.12 3.01(n)(i) of the Seller Parent Disclosure Letter contains a list, as of the date hereof, of each material Parent Benefit Plan and denotes with an asterisk each such Parent Benefit Plan that is an Assumed Benefit Plan. Parent has made available to Investor a current, complete and accurate copy of each material Parent Benefit Plan document and any amendments thereto (or, with respect to any unwritten material Parent Benefit Plan, a written description thereof) and, with respect to each material Assumed Benefit Plan (as applicable): (A) the most recent summary plan description (or similar document, to the extent available) and summary of material modifications (to the extent available), (B) the trust agreement, any insurance Contracts or other funding arrangements with respect to such plan, (C) the most recent annual report on Form 5500 (including any applicable schedules and attachments thereto) filed with the United States Internal Revenue Service (the “IRS”) or any similar material reports filed by Parent, any of its Subsidiaries or any Parent Benefit Plan with a Governmental Entity in any non-U.S. jurisdiction having authority over such Assumed Benefit Plan (if any such report was required by applicable Law), (D) the most recently received determination or opinion letter from the IRS or similar approval under applicable non-U.S. Law and (E) the most recently prepared actuarial valuation report and audited financial statements, in each case to the extent such actuarial valuation report or audited financial statements are required to be prepared under applicable Law. Neither Parent nor any of its Subsidiaries has undertaken to adopt or approve any new benefit plan, program or arrangement that would constitute (x) an Assumed Benefit Plan or to amend any Assumed Benefit Plan existing on the date hereof or (y) a Parent Benefit Plan or to amend any Parent Benefit Plan existing on the date hereof that could materially increase the cost to NewCo or any of its Subsidiaries on or after the Closing, including any material increases in costs associated with NewCo’s or any of its Subsidiaries’ obligations under ARTICLE V. (ii) Except for instances that, individually or in the aggregate, are not and would not reasonably be expected to be material to the North America Business, taken as a whole, (A) all employer and employee contributions to each Assumed U.S. Benefit Plan have been timely made or, if applicable, accrued in the ordinary course of business, (B) each Assumed Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws and (C) there are no Actions by any Governmental Entity, termination proceedings or other claims (except routine claims for benefits payable) or proceedings pending or, to Parent’s Knowledge, threatened against or involving any Assumed Benefit Plan or asserting any rights to or claims for benefits under any Assumed Benefit Plan. (iii) Each Parent U.S. Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter on a timely basis from the IRS covering all provisions of the Code applicable to such Parent U.S. Benefit Plan for which determination letters are currently available that such Parent U.S. Benefit Plan is so qualified, and the master trust that holds the assets with respect to each such Parent U.S. Benefit Plan has received a determination letter from the IRS that it is exempt from U.S. federal income taxation under Section 501(a) of the Code, and, to Parent’s Knowledge, no set of circumstances exists that would reasonably be expected to materially adversely affect such qualification or exemption or result in disqualification or loss of exemption. (iv) Neither Parent nor any of its ERISA Affiliates is subject to any material liability under Title IV of ERISA (other than for premiums payable to the PBGC and minimum funding obligations payable in the ordinary course of business or obligations to pay benefits when due) that would, except as contemplated under this Agreement, reasonably be expected to become a Liability of NewCo and its Subsidiaries after the Closing Date. No Parent U.S. Benefit Plan that is an “employee benefit plan” under Section 3(3) of ERISA and subject to the minimum funding requirements under Sections 412 and 430 of the Code and Section 302 of ERISA had, as of the last annual valuation date for such Parent U.S. Benefit Plan, an “unfunded benefit liability”, as such term is defined in Section 4001(a)(18) of ERISA, based on actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Parent U.S. Benefit Plan’s actuary with respect to such Parent U.S. Benefit Plan, except for instances that, individually or in the aggregate, are not and would not reasonably be expected to be material to the North America Business, taken as a whole. No Parent U.S. Benefit Plan subject to the minimum funding requirements of Sections 412 and 430 of the Code or Section 302 of ERISA or any trust established thereunder has (A) failed to satisfy the “minimum funding standards” (as defined in Section 302 of ERISA or Sections 412 and 430 of the Code), whether or not waived, (B) incurred any “accumulated funding deficiency” (determined under the rules set forth in Section 412 of the Code and related Code sections and regulations) or (C) been determined to be “at-risk” within the meaning of Section 430 of the Code, in each case at any time during the prior three plan years. None of such Parent U.S. Benefit Plans and trusts has been terminated, nor has there been any “reportable event”, as such term is defined in Section 4043(c) of ERISA, with respect to any Parent U.S. Benefit Plan during the last five years, except to the extent that any such reportable events, individually or in the aggregate, have not had and would not reasonably be expected to result in a material Liability to NewCo and its Subsidiaries after the Closing Date. Neither Parent nor any of its ERISA Affiliates participates or has participated during the past six years in any plan which is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) or a “multiple employer plan” within the meaning of Section 4063 or 4064 of ERISA. (v) Except as set forth under Section 3.01(n)(v) of the Parent Disclosure Letter, no Parent Benefit Plan is an employee benefit plan, program or arrangement that provides for post-retirement medical, life insurance or other welfare-type benefits (other than health continuation coverage required by COBRA or other applicable Laws) (each, an “OPEB Plan”). With respect to each OPEB Plan that is an Assumed U.S. Benefit Plan (other than any individual employment agreement), no condition exists that could reasonably be expected to prevent NewCo or any of its Subsidiaries from amending or terminating any such OPEB Plan without material Liability. (vi) Except for instances that, individually or in the aggregate, are not and would not reasonably be expected to be material to the North America Business, taken as a whole, (A) all employer and employee contributions to each Assumed Foreign Benefit Plan required by applicable Laws or the terms of such Assumed Foreign Benefit Plan have been timely made or, if applicable, accrued in the ordinary course of business and (B) each Assumed Foreign Benefit Plan that is required to be registered with the applicable Governmental Entity (x) has been maintained in good standing with such Governmental Entity and (y) to Parent’s Knowledge, there exists no set of circumstances that would reasonably be expected to adversely affect such good standing. Except for instances that, individually or in the aggregate, would not reasonably be expected to result in a material liability to NewCo or its Subsidiaries after the Closing Date, no fact or set of circumstances exists and no event has occurred that would reasonably be expected to result in any Assumed Foreign Benefit Plan being required to pay any material Tax or penalty under applicable Law. (vii) The execution, delivery and performance of this Agreement by Parent and the North America Transfer Subsidiaries and the consummation by Parent and the North America Transfer Subsidiaries of the Transactions will not (alone or in combination with any other event) result in (A) an increase in the amount of compensation or benefits payable to any Covered Employee or Former North America Employee, (B) any entitlements for any Covered Employee or Former North America Employee to severance, termination, change in control or similar pay or benefits, (C) the acceleration of the vesting or timing of the payment of any compensation or benefits payable to or in respect of any Covered Employee or Former North America Employee or (D) any increased or accelerated funding or payment obligation with respect to any Assumed Benefit Plan, in each case other than any compensation, benefits, payment or funding obligation for which Parent or a Retained Subsidiary shall be solely responsible and retain all Liability after the Closing. No payment or benefit provided to any Covered Employee or Former North America Employee under any Parent Benefit Plan as a result (alone or in combination with any other event) of the execution, delivery and performance of this Agreement by Parent, or the consummation by Parent of the Transactions, would constitute an “excess parachute payment” for purposes of Section 280G of the Code. Neither Parent nor any of its Affiliates is party to an agreement with a Covered Employee or Former North America Employee that provides for any “gross up” payment for taxes pursuant to Sections 4999 or 409A of the Code. (viii) Except for instances that, individually or in the aggregate, are not and would not reasonably be expected to be material to the North America Business, taken as a whole, neither NewCo nor any of its Subsidiaries has any Liability by reason of an individual who performs or performed services for Parent or any of its Subsidiaries in any capacity being improperly excluded from participating in a Parent Benefit Plan or improperly being allowed to participate in any Parent Benefit Plan. (ix) The Parent BRP Plan has (A) been maintained and operated since January 1, 2005 in good faith compliance with Section 409A of the Code and all applicable Treasury regulations promulgated thereunder so as to avoid any Tax, penalty or interest under Section 409A of the Code and has not been “materially modified” (within the meaning of IRS Notice 2005-1) at any time after October 3, 2004, or has been amended in a manner that conforms with the requirements of Section 409A of the Code, and (B) since January 1, 2009, been in documentary and operational compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder. (x) Section 3.01(n)(x) of the Parent Disclosure Letter sets forth a true and complete list, as of December 14, 2015 of each Covered Employee, including a true and correct recitation of each such Covered Employee’s salary or hourly wage, FLSA classification, position, hire date, status as full-time or part-time and location of employment (such list, the “Covered Employee Data List”), in each case to the extent permitted under applicable Laws. Not later than five Business Days prior to the Closing, Parent shall deliver to Investor an updated version of the Covered Employee Data List that is current as of a date that is not earlier than ten Business Days prior to Closing and, if applicable, such Covered Employee Data List shall specify each Covered Employee’s commissions and target bonus (if any), and whether such employee is on leave, the type of leave and their expected date of return to work (if known). (xi) Since the period commencing on September 10, 2015 and ending on the date hereof (A) no employee of this Agreement, of each material Seller Benefit Plan and each material Seller Benefit Agreement, other than any such Seller Benefit Agreement for which Seller or any Selling Subsidiary shall be solely liable and which shall not cause Purchaser Parent or any of its Subsidiaries who at any time during such period was employed in the Parent Business transferred employment to the North America Business and (or ERISA AffiliatesB) no individual who would otherwise be a Covered Employee transferred employment from the North America Business to incur, or result in Purchaser or any of its Subsidiaries (or ERISA Affiliates) incurring, any liabilities or obligations, whether by law, by contract or otherwisethe Parent Business. (bxii) As (A) The Covered Employees, together with the individuals providing services contemplated by the Related Agreements, constitute all of the date of this Agreement, Seller has made available individuals reasonably necessary to Purchaser true, complete and correct copies of operate the North America Business in all material Seller Benefit Agreements (or forms thereof) respects as conducted by Parent and all material Seller Benefit Plans (or, in the case of a Seller Benefit Plan, a complete and accurate description of the material terms thereof with respect thereto) listed on Section 7.12 of the Seller Disclosure Letter, in each case that cover any individual identified as a Covered Employee its Subsidiaries as of the date of this Agreement, except where Seller or its Subsidiaries are strictly prohibited from making available such Seller Benefit Agreements or Seller Benefit Plans under Applicable Laws regarding the safeguarding of data privacy or any other obligations to maintain the confidentiality of such information under Applicable Law, in which case, Seller has provided a redacted Seller Benefit Agreement or Seller Benefit Plan hereof and (or a summary thereofB) as is permissible under Applicable Laws regarding the safeguarding of data privacy or any other obligations to maintain the confidentiality of such information under Applicable Law. As of the date of this Agreement, to the Knowledge of Seller, there are no individuals identified as Covered Employees as of the date of this Agreement working for Seller or any of its Subsidiaries under any of the Seller Benefit Agreements identified in Section 7.12 of the Seller Disclosure Letter whose individual Seller Benefit Agreement varies materially from the applicable form of Seller Benefit Agreement described in this Section 7.12(b). (c) Each Assumed Benefit Plan and each Assumed Benefit Agreement is and has been operated in compliance in all material respects with all Applicable Laws (includingClosing, to the extent applicable, ERISA NewCo and the Code), Transferred Subsidiaries will not have any employees other than the terms of such Assumed Benefit Plan or Assumed Benefit Agreement and of all applicable Employee Representative Agreements, and has been maintained, where required by Applicable Law, in good standing in all material respects with applicable regulatory authorities, and, as of the date hereof, nothing has occurred or is reasonably expected to occur that would cause the material loss or denial of such good standingTransferred Employees. (d) All contributions or amounts owed or required to be made and premiums under each Assumed Benefit Plan and Assumed Benefit Agreement have either been made when due or, to the extent required by U.S. GAAP, accounted for in the applicable financial statements of Seller or its Affiliates. No condition exists that would subject the Purchaser or any of its Affiliates (including ERISA Affiliates) to any material withdrawal liability, requirement to provide material security, material fine, excise tax, penalty, Loss or similar material liability or obligation under any Assumed Benefit Plan or Assumed Benefit Agreement. (e) As of the date of this Agreement, there is no suit, action, dispute, claim, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the Knowledge of Seller, threatened, alleging any breach of the terms of any Assumed Benefit Plan (or the assets thereof) or Assumed Benefit Agreement or of any fiduciary duties thereunder or violation of any Applicable Law with respect to any such Assumed Benefit Plan or Assumed Benefit Agreement, except for any suit, action, dispute, claim, arbitration or legal, administrative or other proceeding or governmental investigation that is not, individually or in the aggregate, reasonably likely to result in a material liability to Purchaser and its Subsidiaries, taken as a whole. (f) No Assumed Benefit Plan and no Assumed Benefit Agreement would result, separately or in the aggregate, as a result of the transactions contemplated by the Transaction Agreements, in (i) the payment (whether in connection with any termination of employment or otherwise) of any “excess parachute payment” within the meaning of Section 280G of the Code as a result of the transactions contemplated by the Transaction Agreements or (ii) except as required by Applicable Law or as set forth on Section 7.12 of the Seller Disclosure Letter, the payment, acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase of benefits or obligation to fund benefits with respect to any Covered Employee.

Employee and Related Matters; ERISA. (a) Each employment agreement to which a Covered Employee is a party, and each “employee pension benefit plan” (as defined in Section 7.12 3(2) of ERISA), “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) and each other plan, arrangement, agreement, or policy relating to stock options, stock purchases, other equity-based compensation, compensation, bonus, incentive, deferred compensation, employment, severance, termination, fringe benefits, disability, medical, life, vacation, relocation plan or policy, employee loan, supplemental unemployment or other employee benefits or benefits provided under a collective bargaining agreement, in each case sponsored, maintained or contributed to or required to be sponsored, maintained or contributed to by the Selling Companies or any Transferred Subsidiary for the benefit of any Covered Employee or with respect to which a Selling Company (with respect to the Covered Employees) or a Transferred Subsidiary has any direct or indirect liability whether contingent or otherwise or that constitutes a Covered Employee Liability, other than any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) or any plan, arrangement or policy mandated by applicable Law, is herein referred to as a “Seller Benefit Plan”; provided, however, that in no event shall any of the following be considered a Seller Benefit Plan: (i) any plan, arrangement, agreement or policy that primarily relates to benefits in the event of a change in control of Seller or (ii) any agreement or plan pursuant to which a Covered Employee may become entitled to a retention bonus payable by Seller or any of its Subsidiaries as of the applicable Closing, in each case, solely to the extent the liabilities and obligations under any such plan, arrangement, agreement or policy is payable by Seller or any of its Subsidiaries (other than a Transferred Subsidiary) and is not a Covered Employee Liability. Section 6.11(a) of the Seller Disclosure Letter contains a true and complete list, as of the date of this Agreement, of each material Seller Benefit Plan and each (for the avoidance of doubt, individual loans under any employee loan plan or policy in connection with any U.S. tax-qualified defined contribution plan or any relocation plan or policy, need not be listed as a material Seller Benefit Agreement, other than any such Seller Benefit Agreement for which Seller or any Selling Subsidiary shall be solely liable and which shall not cause Purchaser or any of its Subsidiaries (or ERISA Affiliates) to incur, or result in Purchaser or any of its Subsidiaries (or ERISA Affiliates) incurring, any liabilities or obligations, whether by law, by contract or otherwise. (b) As of the date of this Agreement, Plan). Seller has made available to Purchaser truea current, complete and correct copies of all material Seller Benefit Agreements (or forms thereof) and all material Seller Benefit Plans accurate copy (or, in the case of a with respect to any oral material Seller Benefit Plan, a complete and accurate description written description) of the each material terms thereof with respect thereto) listed on Section 7.12 of the Seller Disclosure Letter, in each case that cover any individual identified as a Covered Employee as of the date of this Agreement, except where Seller or its Subsidiaries are strictly prohibited from making available such Seller Benefit Agreements or Seller Benefit Plans under Applicable Laws regarding the safeguarding of data privacy or any other obligations to maintain the confidentiality of such information under Applicable Law, in which case, Seller has provided a redacted Seller Benefit Agreement or Seller Benefit Plan document and any amendments thereto and copies of (A) for each material Assumed Benefit Plan (1) the most recent summary plan description (or a summary thereof) as is permissible under Applicable Laws regarding the safeguarding of data privacy or any other obligations to maintain the confidentiality of such information under Applicable Law. As of the date of this Agreementsimilar document, to the Knowledge extent available) and summary of material modifications (to the extent available), (2) the trust agreement (other than the Alcoa Inc Retirement Plan Master Trust, the Alcoa Inc Savings Plan Master Trust and the master trust agreement with respect to any Canadian Seller Pension Plan) any insurance contracts or other funding arrangements with respect to such plan and (3) to the extent applicable, the most recent annual report on Form 5500 (including any applicable schedules and attachments thereto) filed with the IRS or any similar material reports filed by Seller, there are no individuals identified as Covered Employees as of the date of this Agreement working for Seller or any of its Subsidiaries under or any of the Seller Benefit Agreements identified Plan with a Governmental Entity in any non-U.S. jurisdiction bearing authority over the Assumed Benefit Plan (if any such report was required by applicable Law), (B) the most recently received determination or opinion letter from the IRS, or similar approval under applicable non-U.S. Law, for each material Assumed Benefit Plan (if any), and (C) the most recently prepared actuarial valuation report and audited financial statements in connection with each material Assumed Benefit Plan for which such actuarial valuation report or audited financial statements are required to be prepared under applicable Law. (b) Except as set forth in Section 7.12 6.11(b) of the Seller Disclosure Letter whose individual Seller or as is not reasonably likely to have a Business Material Adverse Effect, all employer and employee contributions to each Assumed U.S. Benefit Agreement varies materially from Plan have been timely made or, if applicable, accrued in accordance with GAAP, consistently applied. Each Assumed Benefit Plan has been administered in accordance with its terms and in compliance with the applicable form provisions of Seller ERISA, the Code, all other applicable Laws and the terms of all applicable collective bargaining agreements, except where the failure to be so administered, individually or in the aggregate, is not reasonably likely to have a Business Material Adverse Effect. There are no investigations by any Governmental Entity, termination proceedings or other claims (except routine claims for benefits payable) or proceedings pending or, to the knowledge of Seller, threatened against or involving any Assumed Benefit Agreement described Plan or asserting any rights to or claims for benefits under any Assumed Benefit Plan that, individually or in this Section 7.12(b)the aggregate, are reasonably likely to have a Business Material Adverse Effect. (c) Each Assumed U.S. Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter on a timely basis from the IRS covering all provisions of the Code applicable to such Assumed U.S. Benefit Plan for which determination letters are currently available that such Assumed U.S. Benefit Plan is so qualified, and the master trust that holds the assets with respect to each such Assumed U.S. Benefit Agreement Plan has received a determination letter from the IRS that it is exempt from U.S. federal income taxation under Section 501(a) of the Code, and has been operated Seller knows of no set of circumstances that would reasonably be expected to materially adversely affect such qualification or exemption or result in compliance in all disqualification or loss of exemption. None of the Selling Companies nor any Transferred Subsidiary is subject to any material respects with all Applicable Laws liability under Title IV of ERISA (including, other than for premiums payable to the extent applicable, ERISA and Pension Benefit Guaranty Corporation (the Code), the terms of such “PBGC”) or obligations to pay benefits when due under any U.S. Transferred Subsidiary DB Plan) with respect to any Assumed U.S. Benefit Plan that would reasonably be expected to become a liability of Purchaser and its Affiliates after the applicable Closing Date. (d) The only “multiemployer plan” (within the meaning of Section 3(37) of ERISA) to which Seller and its Affiliates are obligated to contribute on behalf of any Covered Employees is the Teamsters Local No. 35 Pension Plan (the “Teamsters Pension Plan”). None of Seller or Assumed Benefit Agreement and any of all applicable Employee Representative Agreementsits Subsidiaries participates in a “multiple employer plan” within the meaning of section 4063 or 4064 of ERISA with respect to any Covered Employee. No condition exists that would reasonably be expected to subject Purchaser or the Transferred Subsidiaries to any liability because Seller or any ERISA Affiliate has at any time during the last six years contributed to or been obligated to contribute to any multiemployer or multiple employer plan (other than the Teamsters Pension Plan). To the knowledge of Seller, (i) the Teamsters Pension Plan is not in “reorganization” or “insolvent”, and has been maintained, where required by Applicable Law, in good standing in all material respects with applicable regulatory authorities, and, (ii) as of the date hereof, nothing no condition exists and no event has occurred with respect to the Teamsters Pension Plan that presents a material risk of a complete or partial withdrawal under subtitle E of Title IV of ERISA. The aggregate withdrawal liability of Seller with respect to all Covered Employees under the Teamsters Pension Plan on the date hereof does not constitute a Business Material Adverse Effect. (e) Except as set forth in Section 6.11(e) of the Seller Disclosure Letter or as is not reasonably likely to have a Business Material Adverse Effect, (i) all employer and employee contributions to each Assumed Foreign Benefit Plan required by applicable Law or the terms of such Assumed Foreign Benefit Plan have been timely made or, if applicable, accrued in accordance with GAAP (or if GAAP is not applicable, the generally accepted accounting principles applicable to such Assumed Foreign Benefit Plan), consistently applied, and (ii) each Assumed Foreign Benefit Plan that is required to be registered with the applicable Governmental Entity (A) has been maintained in good standing with such Governmental Entity and (B) Seller knows of no set of circumstances that would reasonably be expected to occur that would cause the material loss or denial of adversely affect such good standing. (d) All contributions . Except as is not reasonably likely to have a Business Material Adverse Effect, no fact or amounts owed or set of circumstances exists and no event has occurred that would reasonably be expected to result in any Assumed Foreign Benefit Plan being required to be made and premiums pay any material tax or penalty under each applicable Law. Except as set forth in Section 6.11(e) of the Seller Disclosure Letter, there are no material unfunded liabilities or deficiencies with respect to any Assumed Foreign Benefit Plan and Assumed Benefit Agreement have either been made when due orthat is a defined benefit plan or defined contribution plan, as determined pursuant to GAAP (or if GAAP is not applicable, determined pursuant to the extent generally accepted accounting principles applicable to such Assumed Foreign Benefit Plan), consistently applied, or on any other basis (i.e., solvency, wind up, going concern) on which Seller, any of its Subsidiaries or such Assumed Foreign Benefit Plan is currently required by U.S. GAAP, accounted for in the applicable financial statements of to report to a Governmental Entity with respect to such Assumed Foreign Benefit Plan or on which Seller or its Affiliates. No condition exists that would subject the Purchaser or any of its Affiliates Subsidiaries is currently required to fund such Assumed Foreign Benefit Plan under applicable Law. (including ERISA Affiliatesf) Except as set forth in Section 6.11(f) of the Seller Disclosure Letter, the execution, delivery and performance of this Agreement by Seller and its Subsidiaries and the consummation by Seller and its Subsidiaries of the transactions contemplated by this Agreement will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of the payment of any compensation or benefits payable to or in respect of any Covered Employee or any increased or accelerated funding obligation with respect to any material withdrawal liabilityAssumed Benefit Plan, requirement to provide material securityin each case other than any compensation, material fine, excise tax, penalty, Loss benefits or similar material funding obligation for which Seller or the Selling Companies shall be solely responsible and retain all liability after the applicable Closing. No payment or obligation deemed payment by Seller or any of its Subsidiaries or required under any Assumed Benefit Plan will arise or Assumed Benefit be made as a result (alone or in combination with any other event) of the execution, delivery and performance of this Agreement by Seller, or the consummation by Seller of the transactions contemplated by this Agreement, that would constitute an “excess parachute payment” for purposes of Section 280G of the Code. (eg) As Each Assumed U.S. Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the date of this Agreement, there Code) that is no suit, action, dispute, claim, arbitration or legal, administrative or other proceeding or governmental investigation pending or, subject to the Knowledge of Seller, threatened, alleging any breach Section 409A of the terms Code has been operated since January 1, 2005 in good faith compliance with Section 409A of any Assumed Benefit Plan (or the assets thereof) or Assumed Benefit Agreement or of any fiduciary duties thereunder or violation of any Applicable Law with respect to Code, the applicable regulations and guidance thereunder, other than any such Assumed Benefit Plan or Assumed Benefit Agreement, except for any suit, action, dispute, claim, arbitration or legal, administrative or other proceeding or governmental investigation instances of non-compliance that is would not, individually or in the aggregate, be reasonably likely to result in a be material liability to Purchaser and its Subsidiaries, taken as a wholethe Business. (f) No Assumed Benefit Plan and no Assumed Benefit Agreement would result, separately or in the aggregate, as a result of the transactions contemplated by the Transaction Agreements, in (i) the payment (whether in connection with any termination of employment or otherwise) of any “excess parachute payment” within the meaning of Section 280G of the Code as a result of the transactions contemplated by the Transaction Agreements or (ii) except as required by Applicable Law or as set forth on Section 7.12 of the Seller Disclosure Letter, the payment, acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase of benefits or obligation to fund benefits with respect to any Covered Employee.

Employee and Related Matters; ERISA. (a) Section 7.12 4.07(a) of the Seller Disclosure Letter contains a true and complete listsets forth, as of the date of this Agreement, of each material Seller Business Benefit Plan and each material Seller Business Benefit Agreement, other than any such Seller material Business Benefit Plan or material Business Benefit Agreement for which Seller or any Selling Subsidiary shall be solely liable and which shall not cause Purchaser or any of its Subsidiaries (or ERISA Affiliates) to incur, or result in Purchaser or any of its Subsidiaries (or ERISA Affiliates) incurring, any liabilities or obligations, whether mandated by law, by contract or otherwise. (b) As of the date of this Agreement, applicable Law. Seller has delivered or made available to Purchaser true, complete and correct copies of all material the following with respect to each Business Benefit Plan and Business Benefit Agreement required to be listed in Section 4.07(a) of the Seller Disclosure Letter, if applicable: (A) a copy of the applicable Business Benefit Agreements (Plan or forms thereof) and all material Seller Business Benefit Plans Agreement (or, in the case of a Seller any such Business Benefit PlanPlan or Business Benefit Agreement that is unwritten, a complete and accurate description of the material terms thereof thereof); (B) all material related plan documents; (C) the most recent annual report on Form 5500 filed with respect to each such Business Benefit Plan, with all attachments required to have been filed with the IRS or the Department of Labor or any similar material reports filed with any comparable Governmental Entity in any non-U.S. jurisdiction having jurisdiction over any such Business Benefit Plan, and all schedules thereto; (D) listed on Section 7.12 the most recent summary plan description for each such Business Benefit Plan; (E) the most recent actuarial valuation report for each such Business Benefit Plan; (F) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of the Seller Disclosure Letter, in each case that cover any individual identified as a Covered Employee as of the date of this Agreement, except where Seller or its Subsidiaries are strictly prohibited from making available such Seller Benefit Agreements or Seller Benefit Plans under Applicable Laws regarding the safeguarding of data privacy Labor or any other obligations to maintain the confidentiality of such information under Applicable LawGovernmental Entity, in which case, Seller has provided a redacted Seller the case of any Assumed Benefit Agreement or Seller Plan; and (G) all amendments and modifications to any such Business Benefit Plan (or a summary thereof) as is permissible under Applicable Laws regarding related document. To the safeguarding of data privacy or any other obligations to maintain the confidentiality of such information under Applicable Law. As of the date of this Agreement, to the Knowledge knowledge of Seller, there are no individuals identified as Covered Employees as of neither the date of this Agreement working for Seller or nor any of its Subsidiaries under subsidiaries has communicated to any of the Seller Benefit Agreements identified in Section 7.12 of the Seller Disclosure Letter whose individual Seller Benefit Agreement varies Business Employee any intention or commitment to materially from the applicable form of Seller Benefit Agreement described in this Section 7.12(b). (c) Each Assumed Benefit Plan and each Assumed Benefit Agreement is and has been operated in compliance in all material respects with all Applicable Laws (including, to the extent applicable, ERISA and the Code), the terms of such amend or modify any Assumed Benefit Plan or Assumed Benefit Agreement and of all applicable Employee Representative Agreements, and or to establish or implement any other material employee or retiree benefit or compensation plan or arrangement. (b) Each Assumed Benefit Plan has been maintained, where required by Applicable Law, in good standing and is now administered in all material respects in accordance with applicable regulatory authoritiesits terms and is in compliance with all provisions of ERISA, and, as of the date hereof, nothing has occurred or is reasonably expected to occur that would cause the material loss or denial of such good standing. (d) All contributions or amounts owed or required to be made and premiums under each Assumed Benefit Plan and Assumed Benefit Agreement have either been made when due or, to the extent required by U.S. GAAP, accounted for in the applicable financial statements of Seller or its Affiliates. No condition exists that would subject the Purchaser or any of its Affiliates (including ERISA Affiliates) to any material withdrawal liability, requirement to provide material security, material fine, excise tax, penalty, Loss or similar material liability or obligation under any Assumed Benefit Plan or Assumed Benefit Agreement. (e) As of the date of this Agreement, there is no suit, action, dispute, claim, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the Knowledge of Seller, threatened, alleging any breach of the terms of any Assumed Benefit Plan (or the assets thereof) or Assumed Benefit Agreement or of any fiduciary duties thereunder or violation of any Applicable Law with respect to any such Assumed Benefit Plan or Assumed Benefit Agreement, except for any suit, action, dispute, claim, arbitration or legal, administrative or other proceeding or governmental investigation that is not, individually or in the aggregate, reasonably likely to result in a material liability to Purchaser and its Subsidiaries, taken as a whole. (f) No Assumed Benefit Plan and no Assumed Benefit Agreement would result, separately or in the aggregate, as a result of the transactions contemplated by the Transaction Agreements, in (i) the payment (whether in connection with any termination of employment or otherwise) of any “excess parachute payment” within the meaning of Section 280G of the Code as a result of the transactions contemplated by the Transaction Agreements or (ii) except as required by Applicable Law or as set forth on Section 7.12 of the Seller Disclosure Letter, the payment, acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase of benefits or obligation to fund benefits with respect to any Covered Employee.and all

Employee and Related Matters; ERISA. (a) Section 7.12 4.07(a) of the Seller Disclosure Letter contains a true and complete listsets forth, as of the date of this Agreement, of each material Seller Business Benefit Plan and each material Seller Business Benefit Agreement, other than any such Seller material Business Benefit Plan or material Business Benefit Agreement for which Seller or any Selling Subsidiary shall be solely liable and which shall not cause Purchaser or any of its Subsidiaries (or ERISA Affiliates) to incur, or result in Purchaser or any of its Subsidiaries (or ERISA Affiliates) incurring, any liabilities or obligations, whether mandated by law, by contract or otherwise. (b) As of the date of this Agreement, applicable Law. Seller has delivered or made available to Purchaser true, complete and correct copies of all material the following with respect to each Business Benefit Plan and Business Benefit Agreement required to be listed in Section 4.07(a) of the Seller Disclosure Letter, if applicable: (A) a copy of the applicable Business Benefit Agreements (Plan or forms thereof) and all material Seller Business Benefit Plans Agreement (or, in the case of a Seller any such Business Benefit PlanPlan or Business Benefit Agreement that is unwritten, a complete and accurate description of the material terms thereof thereof); (B) all material related plan documents; (C) the most recent annual report on Form 5500 filed with respect to each such Business Benefit Plan, with all attachments required to have been filed with the IRS or the Department of Labor or any similar material reports filed with any comparable Governmental Entity in any non-U.S. jurisdiction having jurisdiction over any such Business Benefit Plan, and all schedules thereto; (D) listed on Section 7.12 the most recent summary plan description for each such Business Benefit Plan; (E) the most recent actuarial valuation report for each such Business Benefit Plan; (F) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of the Seller Disclosure Letter, in each case that cover any individual identified as a Covered Employee as of the date of this Agreement, except where Seller or its Subsidiaries are strictly prohibited from making available such Seller Benefit Agreements or Seller Benefit Plans under Applicable Laws regarding the safeguarding of data privacy Labor or any other obligations to maintain the confidentiality of such information under Applicable LawGovernmental Entity, in which casethe case of any Assumed Benefit Plan; and (G) all amendments and modifications to any such Business Benefit Plan or related document. To the knowledge of Seller, neither the Seller nor any of its subsidiaries has provided a redacted Seller communicated to any Business Employee any intention or commitment to materially amend or modify any Assumed Benefit Plan or Assumed Benefit Agreement or Seller to establish or implement any other material employee or retiree benefit or compensation plan or arrangement. (b) Each Assumed Benefit Plan (or a summary thereof) as has been and is permissible under Applicable Laws regarding now administered in all material respects in accordance with its terms and is in compliance with all provisions of ERISA, the safeguarding of data privacy or any other obligations to maintain the confidentiality of such information under Applicable LawCode and all applicable Laws. As of the date of this Agreement, none of the Assumed Benefit Plans is intended to qualify under Section 401 of the Knowledge Code or is subject to Title IV of SellerERISA. No member of the Seller Group contributes to or is obligated to contribute to, there are no individuals identified as Covered Employees as of or within the three years preceding the date of this Agreement working for contributed to or was obligated to contribute to, any multiemployer plan, as defined in Section 3(37) of ERISA, on behalf of any Business Employee. With respect to Seller or any Person or entity that would be treated as a single employer with Seller for purposes of its Subsidiaries under any Section 414(b), (c), (m) or (o) of the Seller Benefit Agreements identified Code, there does not exist, nor do any circumstances exist that would reasonably be expected to result in, any Controlled Group Liability that would result in Section 7.12 of any liability, at or after the Seller Disclosure Letter whose individual Seller Benefit Agreement varies materially from the applicable form of Seller Benefit Agreement described in this Section 7.12(b). (c) Each Assumed Benefit Plan and each Assumed Benefit Agreement is and has been operated in compliance in all material respects with all Applicable Laws (includingClosing, to the extent applicable, ERISA and the Code), the terms of such Assumed Benefit Plan or Assumed Benefit Agreement and of all applicable Employee Representative Agreements, and has been maintained, where required by Applicable Law, in good standing in all material respects with applicable regulatory authorities, and, as of the date hereof, nothing has occurred or is reasonably expected to occur that would cause the material loss or denial of such good standing. (d) All contributions or amounts owed or required to be made and premiums under each Assumed Benefit Plan and Assumed Benefit Agreement have either been made when due or, to the extent required by U.S. GAAP, accounted for in the applicable financial statements of Seller or its Affiliates. No condition exists that would subject the Purchaser or any entity that, together with Purchaser, is treated as a single employer under Section 414(b), (c), (m) or (o) of its Affiliates the Code. For purposes of this Agreement, “Controlled Group Liability” means any and all Liabilities (including i) under Title IV of ERISA, other than for payments of premiums to the Pension Benefit Guaranty Corporation, (ii) under Section 302 or 4068(a) of ERISA, (iii) under Section 412(n) or 4971 of the Code and (iv) for violation of the continuation coverage requirements of Section 601 et seq. of ERISA Affiliates) and Section 4980B of the Code or the group health requirements of Sections 9801 et seq. of the Code and Sections 701 et seq. of ERISA. No event has occurred, and no condition or circumstance exists, that could reasonably be expected to any material withdrawal liability, requirement to provide material security, material fine, excise tax, penalty, Loss subject Purchaser or similar material liability or obligation under any Assumed Benefit Plan or Assumed Benefit Agreement. (e) As of the date of this Agreement, there is no suit, action, dispute, claim, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the Knowledge of Seller, threatened, alleging any breach of the terms of any Assumed Benefit Plan (or the assets thereof) or Assumed Benefit Agreement or of any fiduciary duties thereunder or violation of any Applicable Law with respect to any such Assumed Benefit Plan or Assumed Benefit Agreement, except for any suit, action, dispute, claim, arbitration or legal, administrative or other proceeding or governmental investigation that is not, individually or a “group health plan” as defined in the aggregate, reasonably likely to result in a material liability to Purchaser and its Subsidiaries, taken as a whole. (f) No Assumed Benefit Plan and no Assumed Benefit Agreement would result, separately or in the aggregate, as a result of the transactions contemplated by the Transaction Agreements, in (i) the payment (whether in connection with any termination of employment or otherwiseSection 733(a)(1) of any “excess parachute payment” within the meaning of Section 280G ERISA to penalties or excise taxes under Sections 4980D, 4980H, or 49801 of the Code as a result or any other provision of the transactions contemplated by the Transaction Agreements or (ii) except as required by Applicable Law or as set forth on Section 7.12 of the Seller Disclosure LetterPatient Protection and Affordable Care Act, Pub. L. No. 111-148, the paymentHealth Care and Education Reconciliation Act of 2010, acceleration of payment, forgiveness of indebtedness, vesting, distribution, increase of benefits or obligation to fund benefits with respect to any Covered EmployeePub.