Common use of Employee Benefit Matters/Employees Clause in Contracts

Employee Benefit Matters/Employees. (a) Section 4.11(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each material (i) “employee benefit plan” as that term is defined in Section 3(3) of ERISA (whether or not subject to ERISA), (ii) employment, consulting, pension, retirement, superannuation, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, termination indemnity, redundancy pay, sick pay, vacation, thirteenth month, seniority premium, bonus or other incentive plans, programs, policies or agreements and (iii) medical, vision, dental or other health plans, life insurance plans, or fringe benefit plans, programs, policies or agreements, in each case, whether oral or written, maintained or contributed to by the Company or any of its Subsidiaries, or required to be maintained or contributed to by the Company of its Subsidiaries or otherwise providing for payments or benefits for or to any current or former employees, directors, officers or consultants of the Company or any of its Subsidiaries and/or their dependents, regardless of whether it is mandated under local Law, voluntary, private, funded, unfunded, financed by the purchase of insurance, contributory or noncontributory (collectively, the “Plans”); provided that any governmental plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to the wages of an employee will not be considered a “Plan” for these purposes. With respect to the Plans listed on Section 4.11(a) of the Company Disclosure Letter, to the extent applicable, correct and complete copies or summaries of the following have been made available to Parent by the Company: (A) all Plans, including amendments thereto; (B) the most recent annual report on Form 5500 filed with respect to each Plan (if required by applicable Law) and the most recent actuarial report prepared in respect of any Plan, if applicable; (C) the most recent summary plan description for each Plan for which a summary plan description is required by applicable Law and all related summaries of material modifications; (D) the most recent IRS determination, notification, or opinion letter, if any, received with respect to any applicable Plan; (E) each trust agreement relating to any Plan (as applicable); and (F) all insurance policies purchased by or to provide benefits under any Plan.

Employee Benefit Matters/Employees. (a) Section 4.11(a3.16(a) of the Company Disclosure Letter Schedule sets forth a complete list, as of the date hereof, list of each material (i) “employee benefit plan” as that term is defined in Section 3(3) of ERISA (whether or not subject to ERISA), (ii) employment, consulting, pension, retirement, superannuation, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, termination indemnity, redundancy pay, sick pay, vacation, thirteenth monthbonus, seniority premiumcommission, bonus or other incentive plans, programs, policies or agreements agreements, and (iii) medical, vision, dental or other health plans, life insurance plans, or fringe benefit plans, programs, policies or agreements, in each case, whether oral or written, maintained or contributed to by the Company or any of its Subsidiaries, or required to be maintained or contributed to by the Company of or its Subsidiaries or otherwise providing for payments payments, advance notice of termination, or benefits for or to any current or former employees, directors, officers or consultants of the Company or any of its Subsidiaries and/or their dependents, regardless dependents or to which the Company or any of whether it its Subsidiaries contributes or is mandated under local Law, voluntary, private, funded, unfunded, financed by the purchase of insurance, contributory obligated to contribute or noncontributory has or may have any material liability (collectively, the “Plans”); provided that any governmental plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to the wages of an employee will not be considered a “Plan” for these purposes. With respect to the Plans listed on Section 4.11(a3.16(a) of the Company Disclosure LetterSchedule, to the extent applicable, correct and complete copies or summaries of the following have been made available to Parent by the Company: (A) all Plans, including amendments thereto; (B) the most recent annual report on Form 5500 filed with respect to each Plan (if required by applicable Law) and the most recent actuarial report prepared in respect of any Plan, if applicablePlan that is a single employer pension plan subject to Title IV of ERISA; (C) the most recent summary plan description for each Plan for which a summary plan description is required by applicable Law and all related summaries of material modifications; (D) the most recent IRS determination, notification, or opinion letter, if any, received with respect to any applicable Plan; (E) each trust agreement relating to any Plan (as applicable); and (F) all insurance policies purchased by material correspondence relating to any Plan to or to provide benefits under from the IRS, the United States Department of Labor, or any Planother Governmental Body since January 1, 2014 through the Effective Time.

Employee Benefit Matters/Employees. (a) Section 4.11(a3.09(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, list of each material (i) “employee benefit plan” as that term is defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to “ERISA), ”) and (ii) employment, consulting, pension, retirement, superannuation, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, termination indemnity, redundancy pay, sick pay, vacation, thirteenth month, seniority premium, bonus or other compensation or incentive plans, programs, policies or agreements and agreements, (iii) medical, vision, dental or other health plans, life insurance plans, or fringe benefit plans, programs, policies or agreements, in each case, whether oral or written, maintained or contributed to by the Company or any of its SubsidiariesCompany, or required to be maintained or contributed to by the Company of its Subsidiaries or otherwise providing for payments or benefits for or to any current or former employees, directors, officers or consultants of the Company or any of its Subsidiaries and/or their dependents, regardless of whether it is mandated under local Law, voluntary, private, funded, unfunded, financed by the purchase of insurance, contributory or noncontributory dependents (collectively, the “Plans”); provided that any governmental plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to the wages of an employee will not be considered a “Plan” for these purposes. With respect to the Plans listed on Section 4.11(a3.09(a) of the Company Disclosure Letter, to the extent applicable, correct and complete copies or summaries of the following have been made available to Parent by the Company: (A) all Plans, including amendments thereto; (B) the most recent annual report on Form 5500 filed with respect to each Plan (if required by applicable Law) and the most recent actuarial report prepared in respect of any Plan, if applicablePlan that is a single employer pension plan subject to Title IV of ERISA; (C) the most recent summary plan description or other equivalent written communications by the Company or its Affiliates for each Plan for which a summary plan description is required by applicable Law Plan, if such written communications have previously been prepared and distributed to Company employees, and all related summaries of material modifications; (D) the most recent IRS Internal Revenue Service determination, notification, notification or opinion letter, if any, received with respect to any applicable Plan; (E) each trust agreement relating to any Plan (as applicable); and (F) all insurance policies purchased by material correspondence to or from the IRS, the Department of Labor or any other Governmental Entity during the past three years; and (G) any discrimination, coverage or similar annual tests performed during the last two plan years. None of the Plans is subject to provide benefits under any Planthe Laws of a jurisdiction outside of the United States.

Employee Benefit Matters/Employees. (a) Section 4.11(a3.13(a) of the Company Disclosure Letter sets forth a complete list, list as of the date hereof, of this Agreement of each material (i) “employee benefit plan” as that term is defined in Section 3(3) of ERISA (whether or not subject to ERISA), (ii) employment, consulting, pension, retirement, superannuation, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, termination indemnity, redundancy pay, sick pay, vacation, thirteenth monthbonus, seniority premium, bonus incentive or other incentive compensatory plans, programs, policies or agreements and (iii) medical, vision, dental or other health plans, life insurance plans, or fringe benefit plans, programs, policies or agreements, in each case, whether oral or writtensponsored, maintained or contributed to by the Company or any of its Subsidiaries, or required to be maintained or contributed to by the Company of its Subsidiaries or otherwise providing for payments or benefits for or to any current or former employees, directors, officers or consultants of under which the Company or any of its Subsidiaries and/or their dependentshas any obligation or Liability, regardless excluding (x) any plan or program that is sponsored solely by a Governmental Authority to which the Company or any of whether it is mandated under local Law, voluntary, private, funded, unfunded, financed by the purchase of insurance, contributory or noncontributory its Affiliates contributes pursuant to applicable Law and (y) any Multiemployer Plan (collectively, the “Plans”); , other than (1) any Plan that is an employment offer letter or employment agreement or individual independent contractor that is terminable upon no more than ninety (90) days’ notice without further Liability (or such other period provided by applicable Law) and does not provide any retention, change in control or severance payments or benefits or (2) any Plan that any governmental plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund is an award agreement with respect to the wages Company Securities described in Section 3.2(b) that does not materially deviate from the forms of an employee will not be considered a “Plan” for these purposesaward agreements that have been made available to Parent and Merger Sub. With respect to the Plans listed on Section 4.11(a3.13(a) of the Company Disclosure Letter, to the extent applicable, true, correct and complete copies or summaries of the following have been made available to Parent and Merger Sub by the Company: (A) all Plansthe written Plan document, if applicable, including amendments thereto; (B) the most recent annual report on Form 5500 filed with respect to each Plan (if for which a Form 5500 filing is required by applicable Law) and the most recent actuarial report prepared in respect of any Plan, if applicable; (C) the most recent summary plan description for each Plan for which a summary plan description is required by applicable Law and all related summaries of material modifications; and (D) the most recent IRS determination, notification, or opinion letter, if any, received with respect to any applicable Plan; (E) each trust agreement relating to any Plan (as applicable); and (F) all insurance policies purchased by or to provide benefits under any Plan.

Employee Benefit Matters/Employees. (a) Section 4.11(a3.09(a) of the Company Disclosure Letter sets forth contains a true, correct and complete list, as of the date hereof, list of each material (i) “employee benefit plan” as that term is defined in Section 3(3) of ERISA (whether or not subject to ERISA), (ii) employment, consultingbonus, pension, retirement, superannuation, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock or other equity-based retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, program, arrangement, agreement, fund or commitment, including any “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA, and each employment, retention, consulting, change in control, retentiontermination or severance plan, equity program, arrangement or equity-based compensationagreement entered into, stock purchasemaintained, employee stock ownership, severance pay, termination indemnity, redundancy pay, sick pay, vacation, thirteenth month, seniority premium, bonus or other incentive plans, programs, policies or agreements and (iii) medical, vision, dental or other health plans, life insurance plans, or fringe benefit plans, programs, policies or agreements, in each case, whether oral or written, maintained sponsored or contributed to by the Company or any of its Subsidiaries, or required to be maintained or contributed to by the Company of its Subsidiaries or otherwise providing for payments or benefits for or to any current or former employees, directors, officers or consultants of which the Company or any of its Subsidiaries and/or their dependents, regardless of whether it is mandated under local Law, voluntary, private, funded, unfunded, financed by the purchase of insurance, contributory or noncontributory has any obligation to contribute (collectively, the “Plans”) provided, that Plans maintained in jurisdictions other than the United States (“Foreign Plans”) are not listed on Section 3.09(a) of the Disclosure Letter (but a list of Foreign Plans will be provided to Parent within 30 days following the date hereof); . Prior to the date hereof, the Company has provided that any governmental plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund made available (or, with respect to the wages of an employee Foreign Plans, will not be considered a “Plan” for these purposes. With respect provide or make available to the Plans listed on Section 4.11(a) Parent within 30 days of the Company Disclosure Letter, date hereof) to the extent applicableParent true, correct and complete copies or summaries of each of the following have been made available following, as applicable, with respect to Parent by the Companyeach Plan: (Ai) all Plansthe plan document or agreement or, including amendments theretowith respect to any Plan that is not in writing, a written description of the material terms thereof; (Bii) the trust agreement, insurance contract or other documentation of any related funding arrangement; (iii) the summary plan description; (iv) the two most recent annual reports, actuarial reports and/or financial reports; (v) the most recent annual report on required Internal Revenue Service Form 5500 filed 5500, including all schedules thereto; (vi) any material written communication to or from any Governmental Entity; (vii) all amendments or modifications to any such documents; (viii) the most recent determination letter received from the Internal Revenue Service with respect to each Plan (if required by applicable Law) and that is intended to be a “qualified plan” under Section 401 of the most recent actuarial report prepared in respect of any Plan, if applicableCode; (Cix) any prospectus or other filing with the most recent summary plan description for each Plan for which a summary plan description is required by applicable Law SEC; and all related summaries of material modifications; (Dx) the most recent IRS determination, notification, or opinion letter, if any, received any comparable documents with respect to any applicable Plan; (E) each trust agreement relating Plans subject to any Plan (as applicable); and (F) all insurance policies purchased by foreign Laws that are required to be prepared or to provide benefits filed under any Planthe applicable Laws of such foreign jurisdiction.

Employee Benefit Matters/Employees. (a) Section 4.11(a2.15(a) of the Company Disclosure Letter Schedule sets forth a complete list, as of the date hereof, list of each material (i) “employee benefit plan” as that term is defined in Section 3(3) of ERISA (whether or not subject to ERISA), (ii) employment, consulting, pension, retirement, superannuation, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, termination indemnity, redundancy pay, sick pay, vacation, thirteenth month, seniority premium, bonus or other incentive plans, programs, policies or agreements agreements, and (iii) medical, vision, dental or other health plans, life insurance plans, or fringe benefit plans, programs, policies or agreements, in each case, whether oral or written, maintained or contributed to by the Company or any of its Subsidiaries, or required to be maintained or contributed to by the Company of its Subsidiaries or otherwise providing for payments or benefits for or to any current or former employees, directors, officers or consultants of the Company or any of its Subsidiaries and/or or their dependents, regardless of whether it is mandated under local Law, voluntary, private, funded, unfunded, financed by the purchase of insurance, contributory or noncontributory dependents (collectively, the “Plans”); provided that any governmental plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to the wages of an employee will not be considered a “Plan” for these purposes. With respect to the Plans listed on Section 4.11(a2.15(a) of the Company Disclosure LetterSchedule, to the extent applicable, correct and complete copies or summaries of the following have been made available to Parent by the Company: (A) all Plans, including amendments thereto; (B) the most recent annual report on Form 5500 filed with respect to each Plan (if required by applicable Law) and the most recent actuarial report prepared in respect of any Plan, if applicablePlan that is a single employer pension plan subject to Title IV of ERISA; (C) the most recent summary plan description for each Plan for which a summary plan description is required by applicable Law and all related summaries of material modifications; (D) the most recent IRS determination, notification, determination or opinion letter, if any, received with respect to any applicable Plan; and (E) each trust agreement relating to any Plan (as applicable); . All grants of Company Stock Options, Company RSUs and Company PSUs were, in all material respects, validly made and properly approved by the Company Board (For a duly authorized committee or subcommittee thereof) in compliance in all insurance policies purchased by material respects, with all applicable Laws and recorded on the consolidated financial statements of the Company in accordance with GAAP, and no such grants of Company Stock Options involved any “back dating” or to provide benefits under any Plansimilar practices.

Employee Benefit Matters/Employees. (a) Section 4.11(a) of the Company Disclosure Letter sets forth a true, correct and complete list, list as of the date hereof, of this Agreement of each material (i) “employee benefit plan” as that term is defined in Section 3(3) of ERISA (whether or not subject to ERISA), (ii) employment, consulting, pension, retirement, superannuation, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, termination indemnity, redundancy pay, sick pay, vacation, thirteenth monthbonus, seniority premium, bonus incentive or other incentive compensatory plans, programs, policies or agreements agreements, and (iii) medical, vision, dental or other health plans, life insurance plans, or fringe benefit plans, programs, policies or agreements, in each case, whether oral or writtensponsored, maintained or contributed to by the Company or any of its Subsidiaries, or required to be maintained or contributed to by under which the Company of its Subsidiaries has any material obligation or otherwise providing for payments Liability (including any plans, programs, policies or benefits for agreements that are sponsored by a professional employer organization or to co-employer organization (a “PEO”) under which any current or former employees, directors, officers or consultants employee of the Company is eligible to receive benefits in connection with engagement of a PEO by the Company), excluding (x) any plan or any of its Subsidiaries and/or their dependents, regardless of whether it program that is mandated under local sponsored solely by a Governmental Authority to which the Company contributes pursuant to applicable Law, voluntary(y) any Multiemployer Plan, privateand (z) any employment offer letter or individual independent contractor or consultant agreement that is terminable upon no more than thirty (30) days’ notice with no Liability (or no greater notice period provided as required by applicable Law) and does not provide any retention, fundedchange in control or severance payments or benefits (clauses (i), unfunded(ii) and (iii) collectively, financed by the purchase of insurance, contributory or noncontributory (collectivelybut without reference to whether material, the “Plans”); provided that any governmental plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to the wages of an employee will not be considered a “Plan” for these purposes. With respect to the Plans listed on Section 4.11(a) of the Company Disclosure Letter, to the extent applicable, true, correct and complete copies or summaries of the following have been made available to Parent by the Company: (A) all Plansthe written Plan document, including amendments theretothereto (or, with respect to any Plan sponsored by a PEO, the Plan documentation (or summary thereof) provided to the Company by such PEO with respect to such Plan); (B) the most recent annual report on Form 5500 filed with respect to each Plan (if for which a Form 5500 filing is required by applicable Law) and the most recent actuarial report prepared in respect of any Plan, if applicable; (C) the most recent summary plan description for each Plan for which a summary plan description is required by applicable Law and all related summaries of material modifications; (D) the most recent IRS determination, notification, or opinion letter, if any, received with respect to any applicable Plan; and (E) each trust agreement relating any material correspondence with the Department of Labor, IRS or any other Governmental Authority (1) directed or addressed to the Company regarding any Plan that is not sponsored by a PEO or (as applicable); and (F2) all insurance policies purchased to the Knowledge of the Company, directed or addressed to the Company regarding any Plan that is sponsored by or to provide benefits under any Plana PEO.