Common use of Employee Benefit Plans and Compensation Clause in Contracts

Employee Benefit Plans and Compensation. (a) Part 2.19(a) of the Seller Disclosure Schedule contains an accurate and complete list as of the date hereof of each Seller Employee Plan and each Seller Employee Agreement. The Seller does not intend nor has it committed to establish or enter into any new Seller Employee Plan or Seller Employee Agreement, or to modify any Seller Employee Plan or Seller Employee Agreement (except to conform any such Seller Employee Plan or Seller Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser in writing or as required by this Agreement). (b) The Seller has delivered to the Purchaser: (i) correct and complete copies of all documents setting forth the terms of each Seller Employee Plan and each Seller Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Employee Plan; (iii) if the Seller Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Seller Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Seller Employee Plan; (v) all material written Contracts relating to each Seller Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Seller Employee relating to any Seller Employee Plan and any proposed Seller Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Seller or any Seller Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Seller Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of the Seller or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Employee Plan; (x) all discrimination tests required under the Code for each Seller Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Employee Plan intended to be qualified under Section 401(a) of the Code. (c) The Seller and each of the Seller Affiliates have performed all material obligations required to be performed by them under each Seller Employee Plan and are not in material default or material violation of, and neither the Seller nor any of the Members have knowledge of any material default or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Employee Plan. There are no claims or Proceedings pending, or, to the best of the knowledge of the Seller and the Members threatened or reasonably anticipated (other than routine claims for benefits), against any Seller Employee Plan or against the assets of any Seller Employee Plan. Each Seller Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Seller or any Seller Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the best of the knowledge of the Seller and the Members threatened, by the IRS, DOL, or any other Governmental Body with respect to any Seller Employee Plan. Neither the Seller nor any Seller Affiliate has ever incurred any penalty or tax with respect to any Seller Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller and each Seller Affiliates have made all contributions and other payments required by and due under the terms of each Seller Employee Plan. (d) Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Seller Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock of the Seller or any Seller Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligations. (e) No Seller Employee Plan provides (except at no cost to the Seller or any Seller Affiliate), or reflects or represents any liability of the Seller or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller or any Seller Affiliate, neither the Seller nor any Seller Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Seller Employee (either individually or to Seller Employees as a group) or any other Person that such Seller Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (f) Except as set forth in Part 2.19(f) of the Seller Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Employee. (g) Except as set forth in Part 2.19(g) of the Seller Disclosure Schedule, the Seller and each of the Seller Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there are no pending or, to the best of the knowledge of the Seller and the Members, threatened or reasonably anticipated claims or Proceedings against the Seller or any Seller Affiliate under any worker's compensation policy or long-term disability policy. (h) To the best of the knowledge of the Seller and the Members, no Seller Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Seller or that would interfere with the business of the Seller or any Seller Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Seller or any Seller Affiliate as presently conducted nor any activity of such shareholder or Seller Employees in connection with the carrying on of the business of the Seller or any Seller Affiliate as presently conducted will, to the best of the knowledge of the Seller and the Members, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such shareholders or Seller Employees is now bound.

Employee Benefit Plans and Compensation. (a) Part 2.19(a) of the Seller Target Disclosure Schedule contains an accurate and complete list as of the date hereof of each Seller Target Employee Plan and each Seller Target Employee Agreement. The Seller does not intend nor No Target Company intends or has it committed to establish or enter into any new Seller Target Employee Plan or Seller Target Employee Agreement, or to modify any Seller Target Employee Plan or Seller Target Employee Agreement (except to conform any such Seller Target Employee Plan or Seller Target Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser in writing or as required by this Agreement). (b) The Seller has Shareholders have delivered to the Purchaser: (i) correct and complete copies of all documents setting forth the terms of each Seller Target Employee Plan and each Seller Target Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Target Employee Plan; (iii) if the Seller Target Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Seller Target Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Seller Target Employee Plan; (v) all material written Contracts relating to each Seller Target Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Seller Target Employee relating to any Seller Target Employee Plan and any proposed Seller Target Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Seller any Target Company or any Seller its Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Seller Target Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of the Seller any Target Company or any Seller Affiliate its Affiliates pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Target Employee Plan; (x) all discrimination tests required under the Code for each Seller Target Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Target Employee Plan intended to be qualified under Section 401(a) of the Code. (c) The Seller Target Companies and each of the Seller their respective Affiliates have performed all material obligations required to be performed by them under each Seller Target Employee Plan and are not in material default or material violation of, and neither the Seller any Target Company nor any of the Members have Shareholder has knowledge of any material default or material violation by any other party to, the terms of any Seller Target Employee Plan, and each Seller Target Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Target Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Target Employee Plan. There are no claims or Proceedings pending, or, to the best of the knowledge of the Seller and the Members Shareholders, threatened or reasonably anticipated (other than routine claims for benefits), against any Seller Target Employee Plan or against the assets of any Seller Target Employee Plan. Each Seller Target Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Seller any Target Company or any Seller Affiliate of their respective Affiliates (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the best of the knowledge of the Seller and the Members Shareholders threatened, by the IRS, DOL, or any other Governmental Body with respect to any Seller Target Employee Plan. Neither the Seller No Target Company nor any Seller Affiliate of their respective Affiliates has ever incurred any penalty or tax with respect to any Seller Target Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller and each Seller Affiliates Target Companies have made all contributions and other payments required by and due under the terms of each Seller Target Employee Plan. (d) Neither the Seller any Target Company nor any Seller Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Seller Target Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. Neither the Seller any Target Company nor any Seller Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Target Pension Plan in which stock of the Seller or any Seller Affiliate Target Company is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligations. (e) No Seller Target Employee Plan provides (except at no cost to the Seller any Target Company or any Seller Affiliate), or reflects or represents any liability of the Seller any Target Company or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller any Target Company or any Seller Affiliatetheir respective Affiliates, neither the Seller any Target Company nor any Seller Affiliate of their Affiliates has ever represented, promised or contracted (whether in oral or written form) to any Seller Target Employee (either individually or to Seller Target Employees as a group) or any other Person that such Seller Target Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (f) Except as set forth in Part 2.19(f) of the Seller Target Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Target Employee Plan, Seller Target Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Target Employee. (g) Except as set forth in Part 2.19(g) of the Seller Target Disclosure Schedule, the Seller and each of the Seller Target Companies and their respective Affiliates: (i) areis, and at all times have has been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Target Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Seller Target Employees; (iii) are not liable for any arrears of wages or any taxes Tax or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Target Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Target Disclosure Schedule, there are no pending or, to the best of the knowledge of the Seller and the MembersShareholders, threatened or reasonably anticipated claims or Proceedings against the Seller any Target Company or any Seller Affiliate under any worker's compensation policy or long-term disability policy. (h) To the best of the knowledge of the Seller and the MembersShareholders, no Seller Target Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Seller applicable Target Company or that would interfere with the business of the Seller any Target Company or any Seller Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Seller or any Seller Affiliate Target Company as presently conducted nor any activity of such shareholder Shareholder or Seller Target Employees in connection with the carrying on of the business of the Seller any Target Company or any Seller Affiliate as presently conducted will, to the best of the knowledge of the Seller and the MembersShareholders, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such shareholders or Seller Target Employees is now bound.

Employee Benefit Plans and Compensation. (a) Part 2.19(aThe Company has made available to Parent copies, which are correct and complete in all material respects, and is providing a list in Section 4.21(a) of the Seller Disclosure Schedule contains an accurate and complete list as Schedule, of the date hereof of each Seller Employee Plan and each Seller Employee Agreement. The Seller does not intend nor has it committed to establish or enter into any new Seller Employee Plan or Seller Employee Agreement, or to modify any Seller Employee Plan or Seller Employee Agreement (except to conform any such Seller Employee Plan or Seller Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser in writing or as required by this Agreement). (b) The Seller has delivered to the Purchaserfollowing: (i) correct all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all "specified fringe benefit plans" (as defined in Section 6039D of the Code, and complete copies all bonus, stock option, stock purchase, restricted stock, incentive, equity or equity-based compensation, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, change in control, retention or other benefit plans, programs or arrangements, and all employment contracts or agreements to which the Company or any ERISA Affiliate is a party, with respect to which the Company or any ERISA Affiliate has any obligation or which are maintained, contributed to or sponsored by the Company or any ERISA Affiliate for the benefit of all documents setting forth any current or former employee, officer, director or consultant of the terms of each Seller Employee Plan Company or any ERISA Affiliate (collectively, the "Plans") and each Seller Employee Agreement, including all amendments thereto and all related trust documents; thereto, (ii) the three most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto5500) filed with the Internal Revenue Service ("IRS") for the last three plan years, (iii) the most recently received IRS determination letter (or IRS opinion letter issued for a prototype document maintained for a Plan), if any, required under ERISA or the Code in connection with each Seller Employee relating to a Plan; , (iiiiv) if the Seller Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Seller Employee Plan assets; recently prepared actuarial report or financial statement, if any, relating to a Plan, (ivv) the most recent summary plan description together with the summaries for such Plan (or other descriptions of material such Plan provided to employees) and all modifications thereto, if any(vi) the name of each employee, his or her position, length of service and current annual rates of salary, and (vii) the names of any employees that are on long-term or short-term disability. No current or former employee, officer, director or consultant is entitled to receive compensation or benefits from the Company or an ERISA Affiliate other than pursuant to the Plans. (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code, and all reports, documents and notices required under ERISA to be filed with respect to each Seller Employee Plan; Plan have been timely filed. (vc) all material written Contracts relating to each Seller Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Seller Employee relating to any Seller Employee Each Plan and any proposed Seller Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Seller or any Seller Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Seller Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of the Seller or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Employee Plan; (x) all discrimination tests required under the Code for each Seller Employee Plan is intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Employee Plan intended to be qualified under Section 401(a) of the Code. (c) The Seller and each of the Seller Affiliates have performed all material obligations required to be performed by them under each Seller Employee Plan and are not in material default or material violation of, and neither the Seller nor any of the Members have knowledge of any material default or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan intended to be qualified under Section 401(a401(k) of the Code has obtained received a favorable determination letter (from the IRS, or is entitled to rely on a favorable opinion issued by the IRS, and to the knowledge of the Company no fact or event has occurred since the date of such determination or opinion letter, if applicable) as letter or letters from the IRS that would reasonably be expected to its materially adversely affect the qualified status under of any such Plan or the Codeexempt status of any such trust. All contributions due to the Plans on or before the Closing Date will be made prior to the Closing Date by the Company. The minimum funding requirements of Section 412 of the Code or Section 302 of ERISA have always been satisfied, as applicable. No "prohibited transaction," reportable events (as defined in Section 4043 of ERISA) have occurred with respect to any Plan. (d) Except as set forth in Section 4.21(d) of the Disclosure Schedule, neither the Company nor any ERISA Affiliate sponsors or has sponsored any Plan that is subject to the provisions of Title IV of ERISA, is an employee stock ownership plan within the meaning of Section 4975 4975(e)(7) of the Code, a voluntary employee beneficiary association or is a multiemployer plan within the meaning of Section 3(37) of ERISA, or has any obligation with respect to any such plan or arrangement and does not reasonably expect to incur any withdrawal liability relating to a multiemployer plan. Neither the Company nor any ERISA Affiliate sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any ERISA Affiliate, except as required by Section 4980B of the Code or Sections 406 and 407 similar state law. (e) As of ERISAthe date of this Agreement, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Employee Plan. There there are no claims or Proceedings pending, pending or, to the best of the knowledge of the Seller and the Members Company, threatened or reasonably anticipated claims by or on behalf of any Plan, by any employee or beneficiary covered under any such Plan, or otherwise involving any such Plan (other than routine claims for benefits), against any Seller Employee Plan or against and the assets Company has no knowledge of any Seller Employee Plan. Each Seller Employee Plan (facts which could give rise to any action, suit, grievance, arbitration or other than any Seller Employee Plan to be terminated prior manner of litigation or claim with respect to the Closing Plans. Neither the Company nor any of its ERISA Affiliates has engaged in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Seller or any Seller Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the best of the knowledge of the Seller and the Members threatened, by the IRS, DOL, or any other Governmental Body transactions with respect to any Seller Employee Plan. Neither Plan that could subject the Seller nor Company or any Seller Affiliate has ever incurred any of its ERISA Affiliates to a material tax or penalty imposed by Section 4975, 4976 or tax with respect to any Seller Employee Plan under Section 4980B of the Code or Sections 406, 409 or 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller and each Seller Affiliates have made all contributions and other payments required by and due under the terms of each Seller Employee Plan. (d) Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Seller Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock of the Seller or any Seller Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligations. (e) No Seller Employee Plan provides (except at no cost to the Seller or any Seller Affiliate), or reflects or represents any liability of the Seller or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller or any Seller Affiliate, neither the Seller nor any Seller Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Seller Employee (either individually or to Seller Employees as a group) or any other Person that such Seller Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (f) Except as set forth in Part 2.19(fSection 4.21(f) of the Seller Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the negotiation, execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Employee Planwill, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection combination with any other circumstance or another event: (i) result in any payment (whether including, but not limited to, any retention bonuses, parachute payments or noncompetition payments) becoming due to any employee or former employee or group of severance pay employees or otherwise), acceleration, forgiveness former employees of indebtedness, vesting, distribution, the Company or any Subsidiary; (ii) increase any benefits otherwise payable under any Plan; (iii) result in benefits the acceleration of the time of payment or obligation to fund benefits vesting of any such rights or benefits; or (iv) otherwise result in the payment of any "excess parachute payment" within the meaning of Section 280G of the Code with respect to a current or former employee of the Company or any Seller EmployeeSubsidiary. (g) Except as set forth in Part 2.19(gAn entity is an "ERISA Affiliate" of the Company if it is any corporation, trade or business which, together with the Company, is a member of a controlled group of corporations or a group of trades or businesses under common control within the meaning of Sections 414(b), (c), (m) or (o) of the Seller Disclosure Schedule, the Seller and each of the Seller Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there are no pending or, to the best of the knowledge of the Seller and the Members, threatened or reasonably anticipated claims or Proceedings against the Seller or any Seller Affiliate under any worker's compensation policy or long-term disability policyCode. (h) To the best of the knowledge of the Seller and the Members, no Seller Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Seller or that would interfere with the business of the Seller or any Seller Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Seller or any Seller Affiliate as presently conducted nor any activity of such shareholder or Seller Employees in connection with the carrying on of the business of the Seller or any Seller Affiliate as presently conducted will, to the best of the knowledge of the Seller and the Members, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such shareholders or Seller Employees is now bound.

Employee Benefit Plans and Compensation. (a) Part Schedule 2.19(a) of the Seller Disclosure Schedule contains an accurate and complete list as of the date hereof of each Seller Company Employee Plan and each Seller Company Employee Agreement. The Seller Company does not intend nor has it committed to establish or enter into any new Seller Company Employee Plan or Seller Company Employee Agreement, or to modify any Seller Company Employee Plan or Seller Company Employee Agreement (except to conform any such Seller Company Employee Plan or Seller Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser Parent and Merger Sub in writing or as required by this Agreement). (b) The Seller Company has delivered to the PurchaserParent and Merger Sub: (i) correct and complete copies of all documents setting forth the terms of each Seller Company Employee Plan and each Seller Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Company Employee Plan; (iii) if the Seller Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Seller Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Seller Company Employee Plan; (v) all material written Contracts relating to each Seller Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Seller Company Employee relating to any Seller Company Employee Plan and any proposed Seller Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Seller Company or any Seller Company Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Seller Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of the Seller or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Employee Plan; (x) all discrimination tests required under the Code for each Seller Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Employee Plan intended to be qualified under Section 401(a) of the Code. (c) The Seller and each of the Seller Affiliates have performed all material obligations required to be performed by them under each Seller Employee Plan and are not in material default or material violation of, and neither the Seller nor any of the Members have knowledge of any material default or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Employee Plan. There are no claims or Proceedings pending, or, to the best of the knowledge of the Seller and the Members threatened or reasonably anticipated (other than routine claims for benefits), against any Seller Employee Plan or against the assets of any Seller Employee Plan. Each Seller Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Seller or any Seller Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the best of the knowledge of the Seller and the Members threatened, by the IRS, DOL, or any other Governmental Body with respect to any Seller Employee Plan. Neither the Seller nor any Seller Affiliate has ever incurred any penalty or tax with respect to any Seller Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller and each Seller Affiliates have made all contributions and other payments required by and due under the terms of each Seller Employee Plan. (d) Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Seller Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock of the Seller or any Seller Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligations. (e) No Seller Employee Plan provides (except at no cost to the Seller or any Seller Affiliate), or reflects or represents any liability of the Seller or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller or any Seller Affiliate, neither the Seller nor any Seller Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Seller Employee (either individually or to Seller Employees as a group) or any other Person that such Seller Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (f) Except as set forth in Part 2.19(f) of the Seller Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Employee. (g) Except as set forth in Part 2.19(g) of the Seller Disclosure Schedule, the Seller and each of the Seller Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there are no pending or, to the best of the knowledge of the Seller and the Members, threatened or reasonably anticipated claims or Proceedings against the Seller or any Seller Affiliate under any worker's compensation policy or long-term disability policy. (h) To the best of the knowledge of the Seller and the Members, no Seller Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Seller or that would interfere with the business of the Seller or any Seller Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Seller or any Seller Affiliate as presently conducted nor any activity of such shareholder or Seller Employees in connection with the carrying on of the business of the Seller or any Seller Affiliate as presently conducted will, to the best of the knowledge of the Seller and the Members, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such shareholders or Seller Employees is now bound.the

Employee Benefit Plans and Compensation. (a) Part 2.19(aSection 2.21(a) of the Seller Disclosure Schedule contains an accurate and complete list as of each Company Employee Plan and, to the Knowledge of the date hereof of Company, each Seller Employee Plan and each Seller Employee Agreement. There are no Employee Agreements that are not terminable at will without severance or financial obligation. The Seller does not intend nor Company has it committed no plan or commitment to establish or enter into any new Seller Company Employee Plan or Seller Employee Agreement, or to modify any Seller Company Employee Plan or Seller Employee Agreement (except to the extent required by law or to conform any such Seller Company Employee Plan or Seller Employee Agreement to the requirements of any applicable Legal Requirementslaw, in each case as previously disclosed to the Purchaser Parent in writing writing, or as required by this Agreement), or to enter into any Company Employee Plan or Employee Agreement. Schedule 2.21(a) of the Disclosure Schedule also sets forth a table setting forth the name and salary of each employee of the Company. (b) The Seller Company has delivered to the Purchaser: Parent (i) correct and complete copies of all documents setting forth the terms of embodying each Seller Company Employee Plan and each Seller Employee AgreementAgreement including, including without limitation, all amendments thereto and all related trust documents; , (ii) the three (3) most recent annual reports (Form Series 5500 and 990 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Company Employee Plan; , (iii) if the Seller Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISAfunded, the most recent annual and periodic accounting of Seller Company Employee Plan assets; , (iv) the most recent summary plan description together with the summaries summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Seller Company Employee Plan; , (v) all material written Contracts agreements and contracts relating to each Seller Company Employee Plan, including including, without limitation, administrative service agreements and group insurance contracts; , (vi) all written materials provided communications material to any Seller Employee or Employees relating to any Seller Company Employee Plan and any proposed Seller Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that which would result in any liability to the Seller or any Seller Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Seller Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of the Seller or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Employee Plan; (x) all discrimination tests required under the Code for each Seller Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Employee Plan intended to be qualified under Section 401(a) of the Code. (c) The Seller and each of the Seller Affiliates have performed all material obligations required to be performed by them under each Seller Employee Plan and are not in material default or material violation of, and neither the Seller nor any of the Members have knowledge of any material default or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transactionCompany," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Employee Plan. There are no claims or Proceedings pending, or, to the best of the knowledge of the Seller and the Members threatened or reasonably anticipated (other than routine claims for benefits), against any Seller Employee Plan or against the assets of any Seller Employee Plan. Each Seller Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Seller or any Seller Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the best of the knowledge of the Seller and the Members threatened, by the IRS, DOL, or any other Governmental Body with respect to any Seller Employee Plan. Neither the Seller nor any Seller Affiliate has ever incurred any penalty or tax with respect to any Seller Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller and each Seller Affiliates have made all contributions and other payments required by and due under the terms of each Seller Employee Plan. (d) Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Seller Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock of the Seller or any Seller Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligations. (e) No Seller Employee Plan provides (except at no cost to the Seller or any Seller Affiliate), or reflects or represents any liability of the Seller or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller or any Seller Affiliate, neither the Seller nor any Seller Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Seller Employee (either individually or to Seller Employees as a group) or any other Person that such Seller Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (f) Except as set forth in Part 2.19(f) of the Seller Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Employee. (g) Except as set forth in Part 2.19(g) of the Seller Disclosure Schedule, the Seller and each of the Seller Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there are no pending or, to the best of the knowledge of the Seller and the Members, threatened or reasonably anticipated claims or Proceedings against the Seller or any Seller Affiliate under any worker's compensation policy or long-term disability policy. (h) To the best of the knowledge of the Seller and the Members, no Seller Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Seller or that would interfere with the business of the Seller or any Seller Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Seller or any Seller Affiliate as presently conducted nor any activity of such shareholder or Seller Employees in connection with the carrying on of the business of the Seller or any Seller Affiliate as presently conducted will, to the best of the knowledge of the Seller and the Members, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such shareholders or Seller Employees is now bound.

Employee Benefit Plans and Compensation. (a) Part 2.19(aSection 3.11(a) of the Seller Disclosure Schedule contains an a complete and accurate and complete list as of the date hereof of each Seller Company Employee Plan Plan, each Employee Agreement under each Company Employee Plan, and each Seller Employee Agreement. The Seller does Company has not intend nor has it committed made any plan or commitment to establish or enter into any new Seller Company Employee Plan or Seller Employee Agreement, or to modify any Seller Company Employee Plan or Seller Employee Agreement (except to the extent required by law or to conform any such Seller Company Employee Plan or Seller Employee Agreement to the requirements of any applicable Legal Requirementslaw, in each case as previously disclosed to the Purchaser Parent in writing writing, or as required by this Agreement), or to enter into any Company Employee Plan or Employee Agreement. Section 3.11(a) of the Disclosure Schedule sets forth a table setting forth the name and compensation of each current employee of the Company. (b) The Seller Company has delivered provided to the Purchaser: Parent (i) correct and complete copies of all documents setting forth the terms of embodying each Seller Company Employee Plan and each Seller Employee Agreement, including including, without limitation, all amendments thereto and all related trust documents; , administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Company Employee Plan; , (iii) if the Seller Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISAfunded, the most recent annual and periodic accounting of Seller Company Employee Plan assets; , (iv) the most recent summary plan description together with the summaries summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Seller Company Employee Plan; , (v) all material written Contracts agreements and contracts relating to each Seller Company Employee Plan, including including, without limitation, administrative service agreements and group insurance contracts; , (vi) all written materials provided to any Seller Employee relating to any Seller Employee Plan and any proposed Seller Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Seller or any Seller Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Seller Employee Plan; (viii) all standard COBRA forms and related notices; , (ix) all insurance policies in the possession of the Seller or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries most recent annual actual valuations, if any, prepared for each Seller Company Employee Plan; , (x) all discrimination tests required under the Code for each Seller Company Employee Plan for the three (3) most recent plan years, and (xi) all IRS determination, opinion and advisory letters with respect to each Company Employee Plan, if any. (c) The Company and its Affiliates have performed in all material respects all obligations required to be performed by them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Employee Plan trust intended to be qualified qualify under Section 401(a501(a) of the Code. (c) The Seller and Code obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS. For each of the Seller Affiliates have performed all material obligations required to be performed by them under each Seller Company Employee Plan and are not in material default or material violation of, and neither the Seller nor any of the Members have knowledge of any material default or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan that is intended to be qualified under Section 401(a) of the Code there has obtained a favorable determination letter (been no event, condition or opinion letter, if applicable) as circumstance that has adversely affected or is likely to its adversely affect such qualified status under the Codestatus. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Company Employee Plan. There are no actions, suits or claims or Proceedings pending, or, to the best Knowledge of the knowledge of the Seller and the Members Company, threatened or reasonably anticipated (other than routine claims for benefits), ) against any Seller Company Employee Plan or against the assets of any Seller Company Employee Plan. Each Seller Company Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the PurchaserParent, the Seller Company or any Seller Affiliate of its Affiliates (other than ordinary administration expenses). There are no audits, inquiries or Proceedings proceedings pending or, to the best Knowledge of the knowledge of the Seller and the Members threatenedCompany or any Affiliates, threatened by the IRS, IRS or DOL, or any other Governmental Body Entity with respect to any Seller Company Employee Plan. Neither the Seller Company nor any Seller Affiliate has ever incurred is subject to any penalty or tax with respect to any Seller Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller Company and each Seller Affiliates Affiliate have timely made all contributions and other payments required by and due under the terms of each Seller Company Employee Plan. (d) Neither the Seller Company nor any Seller ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: to, any (i) Seller Pension Plan which is subject to Title IV of ERISA; ERISA or Section 412 of the Code, (ii) "multiemployer plan" within the meaning of Multiemployer Plan, or (iii) plan described in Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock 413 of the Seller or any Seller Affiliate is or was held as a plan assetCode. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign No Company Employee Plan funded provides health benefits that are not fully insured through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or an insurance obligations to be less than such benefit obligationscontract. (e) No Seller Company Employee Plan provides (except at no cost to the Seller or any Seller Affiliate)Employee Arrangement provides, or reflects or represents any liability of the Seller or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to statute, and the Seller or any Seller Affiliate, neither the Seller nor any Seller Affiliate Company has ever never represented, promised or contracted (whether in oral or written form) to any Seller Employee (either individually or to Seller Employees as a group) or any other Person person that such Seller Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirementsstatute. (f) Except as set forth The Company and each Affiliate has, prior to the Effective Time, complied in Part 2.19(f) all material respects with the health care continuation requirements of COBRA, FMLA, HIPAA, the Seller Disclosure ScheduleWomen's Health and Cancer Rights Act of 1998, the Newborns' and Mothers' Health Protection Act of 1996, and except as expressly required any similar provisions of state law applicable to its Employees. The Company has no unsatisfied obligations to any Employees or provided by this Agreementqualified beneficiaries pursuant to COBRA, neither the HIPAA or any state law governing health care coverage or extension. (g) The execution of this Agreement nor and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Company Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Employee. (gh) Except No payment or benefit which has been, will or may be made by the Company or its Affiliates with respect to any Employee will be characterized as set forth in Part 2.19(ga "parachute payment," within the meaning of Section 280G(b)(2) of the Seller Disclosure Schedule, the Seller and each of the Seller AffiliatesCode. (i) The Company: (i) are, and at is in compliance in all times have been, in substantial compliance material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA ; and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) There are no pending, reasonably anticipated, or to the Knowledge of the Seller Disclosure Schedule, there are no pending or, to the best of the knowledge of the Seller and the MembersCompany, threatened or reasonably anticipated claims or Proceedings actions against the Seller or any Seller Affiliate Company under any worker's compensation policy or long-term disability policy. Neither the Company nor any Affiliate has direct or indirect liability with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer. The services provided by each of the Company's and its Affiliates' Employees is terminable at the will of the Company and its Affiliates and any such termination would result in no liability to the Company or any Affiliate, except for benefits required by COBRA or other applicable statute. (hj) To No work stoppage or labor strike against the best Company or any Affiliate is pending, reasonably anticipated or, to the Knowledge of the knowledge Company, threatened. The Company does not know of any activities or proceedings of any labor union to organize any Employees. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the Seller and the MembersCompany, no Seller Employee is obligated under any Contract threatened or subject reasonably anticipated relating to any judgmentlabor, decreesafety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Seller or that would interfere with the business of the Seller or any Seller Affiliatediscrimination complaints. Neither the execution Company nor any of its subsidiaries has engaged in any unfair labor practices within the delivery meaning of this Agreementthe National Labor Relations Act. The Company is not presently, nor has it been in the carrying on of past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated with respect to Employees. (k) Neither the business of the Seller or any Seller Affiliate as presently conducted Company nor any activity of such shareholder Affiliate currently or Seller Employees in connection with has it ever had the carrying on of the business of the Seller obligation to maintain, establish, sponsor, participate in, be bound by or contribute to any Seller Affiliate as presently conducted will, to the best of the knowledge of the Seller and the Members, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such shareholders or Seller Employees is now boundInternational Employee Plan.

Employee Benefit Plans and Compensation. (a) Part 2.19(aSection 3.23(a) of the Seller Company Disclosure Schedule Letter contains an accurate and complete list list, as of the date hereof hereof, of each Seller Company Employee Plan and each Seller Employee Agreement (it being understood and agreed that with respect to each offer letter and independent contractor service agreement that is an Employee Agreement, the Company shall only be required to list each of the Company’s standard forms of such agreements and any such Employee Agreements that deviate in any material respect from such form agreements (other than deviations with respect to the specific financial terms of such Employee Agreement that are blank in the form agreement)), including any amendments thereto, and separately identifies each International Employee Plan. The Seller does not intend Other than the Subsidiary of the Company, there are no ERISA Affiliates. Neither the Company nor its Subsidiary has it committed any commitment to establish establish, adopt or enter into any new Seller Company Employee Plan or Seller Employee Agreement, or to modify any Seller Company Employee Plan or Seller Employee Agreement (except to the extent required by law or to conform any such Seller Company Employee Plan or Seller Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser in writing or as required by this Agreementlaw). (b) The Seller Company has delivered made available to the PurchaserParent correct and complete copies of: (i) correct and complete copies of all documents setting forth the terms of embodying each Seller Company Employee Plan and each Seller Employee Agreement, Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Company Employee Plan; (iii) if the Seller Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISAfunded, the most recent annual and periodic accounting of Seller Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Seller Company Employee Plan; (v) all material written Contracts relating to each Seller Employee Planthe most recent IRS determination, including administrative service agreements opinion, notification and group insurance contractsadvisory letters (as applicable); (vi) all written materials provided material communications to any Seller Employee or Employees relating to any Seller Company Employee Plan and any proposed Seller Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that which would result in any material liability to the Seller or any Seller AffiliateCompany; (vii) all correspondence to or from any Governmental Body governmental agency relating to any Seller Company Employee PlanPlan (other than routine correspondence that is not expected to result in material liability to the Company); and (viii) all COBRA forms and related notices; the three (ix3) all insurance policies in the possession of the Seller or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries most recent plan years discrimination tests for each Seller Company Employee Plan (as applicable). (c) The Company and its Subsidiary have performed in all material respects all obligations required to be performed by them under each Company Employee Plan; (x) , and each Company Employee Plan has been established and maintained in all discrimination tests required under material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code for each Seller Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Employee Plan trust intended to be qualified qualify under Section 401(a501(a) of the Code. Code (ci) The Seller and each has either applied for, prior to the expiration of the Seller Affiliates have performed requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all material obligations provisions required to be performed by them under comply with the Tax Reform Act of 1986 and subsequent legislation. For each Seller Company Employee Plan and are not in material default or material violation of, and neither the Seller nor any of the Members have knowledge of any material default or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan that is intended to be qualified under Section 401(a) of the Code there has obtained a favorable determination letter (been no event, condition or opinion letter, if applicable) as circumstance that has materially adversely affected or is likely to its materially adversely affect such qualified status under the Codestatus. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Company Employee Plan. There are no audits, actions, suits, inquiries, proceedings or claims or Proceedings pending, pending or, to the best Knowledge of the knowledge of the Seller and the Members Company, threatened or reasonably anticipated (other than routine claims for benefits), ) with respect to or against any Seller Company Employee Plan or against the assets of any Seller Company Employee Plan. Each Seller Company Employee Plan (other than any Seller Employee the Company Option Plan to be terminated prior to and the Closing in accordance with this Agreementaward agreements evidencing Company RSUs that were granted outside of the Company Option Plan) can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the PurchaserParent, the Seller Company or any Seller Affiliate (other its Subsidiary(other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to expenses and the best benefits earned under the terms of the knowledge of Company Employee Plan through the Seller and the Members threatened, by the IRS, DOL, or any other Governmental Body with respect to any Seller Employee Plantermination date). Neither the Seller Company nor any Seller Affiliate has ever incurred its Subsidiary is subject to any penalty or tax with respect to any Seller Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller Company and each Seller Affiliates its Subsidiary have timely made all contributions and other payments required by and due under the terms of each Seller Company Employee Plan. (d) Neither the Seller Company nor any Seller Affiliate its Subsidiary has ever maintained, established, sponsored, participated in, or contributed to any: to, any (i) Seller Pension Plan which is subject to Title IV of ERISA; ERISA or Section 412 of the Code, (ii) "multiemployer Multiemployer Plan, (iii) “multiple employer plan" ” as defined in ERISA or the Code or (iv) a “funded welfare plan” within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock 419 of the Seller or any Seller Affiliate is or was held as Code. No Company Employee Plan provides health benefits that are not fully insured through an insurance contract, other than pursuant to a plan assethealth flexible spending account. The fair market value No assets of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, Company or the book reserve established for any Foreign Plan, together with any accrued contributions, its Subsidiary are allocated to or held in a “rabbi trust” or similar funding vehicle. No welfare plan is sufficient to procure or provide a multiple employer welfare arrangement as defined in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligationsERISA Section 3(40). (e) No Seller Company Employee Plan provides (except at no cost to the Seller or any Seller Affiliate)Employee Agreement provides, or reflects or represents any liability of the Seller to provide post termination or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller or any Seller Affiliatestatute, and neither the Seller Company nor any Seller Affiliate its Subsidiary has ever represented, promised or contracted (whether in oral or written form) to any Seller Employee (either individually or to Seller Employees as a group) or any other Person that such Seller Employee(s) or other person Person would be provided with post termination or retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirementsstatute. (f) Neither the Company nor its Subsidiary is currently obligated to provide an Employee with any compensation or benefits pursuant to an agreement (e.g., an acquisition agreement) with a former employer of such Employee. (g) Except as set forth in Part 2.19(f) of the Seller Disclosure Schedulerequired by applicable law, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Company Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Employee. No payment or benefit which has been, will be or may be made by the Company or its Subsidiary with respect to any “disqualified individual” (within the meaning of Section 280G(c) of the Code) will be, or could reasonably be expected to be, characterized as a “parachute payment,” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”). There is no contract, agreement, plan or arrangement to which the Company or its Subsidiary is a party or by which it is bound to compensate any Employee for excise taxes paid pursuant to Section 4999 of the Code. Section 3.23(g) of the Company Disclosure Letter contains a list of all “Disqualified Individuals” as defined under Section 280G of the Code and the regulations thereunder. (gh) Except as set forth in Part 2.19(g) Each of the Seller Disclosure Schedule, the Seller Company and each of the Seller Affiliatesits Subsidiary: (i) are, and at is in compliance in all times have been, in substantial compliance material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment employment, worker classification, equal employment, employee health and safety, meal and rest periods, immigration status, and wages and hourshours (including overtime wages), in each case, with respect to Seller Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have has withheld and reported all amounts required by applicable Legal Requirements law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; (iii) are is not liable for any arrears of wages wages, bonuses, severance pay, or any taxes or any penalty for failure to comply with the Legal Requirements applicable any of the foregoing; and (iv) are is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there There are no pending pending, or, to the best Knowledge of the knowledge of the Seller and the MembersCompany, threatened or reasonably anticipated claims or Proceedings actions against the Seller or any Seller Affiliate Company under any worker's workers’ compensation policy or long-long term disability policy. Neither the Company nor its Subsidiary has direct or indirect liability with respect to (i) any misclassification of any Person as an independent contractor rather than as an employee, (ii) any employee currently or formerly classified as exempt from overtime wages, or (iii) with respect to any employee leased from another employer, except as would not result in material harm to the Company or its Subsidiary. (hi) To No labor dispute, work stoppage or labor strike against the best of the knowledge of the Seller and the Members, no Seller Employee Company or its Subsidiary is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Seller or that would interfere with the business of the Seller or any Seller Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Seller or any Seller Affiliate as presently conducted nor any activity of such shareholder or Seller Employees in connection with the carrying on of the business of the Seller or any Seller Affiliate as presently conducted willpending or, to the best Knowledge of the knowledge Company, threatened or reasonably anticipated. To the Knowledge of the Seller and Company, there are no activities or proceedings of any labor union to organize any Employees. There are no actions, suits, claims, labor disputes or grievances pending, or, to the MembersKnowledge of the Company, conflict withreasonably anticipated or threatened relating to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in a breach any material liability to the Company. The Company has not engaged in any unfair labor practices within the meaning of the termsNational Labor Relations Act. The Company is not presently, conditions or provisions ofnor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated with respect to Employees. The Company has not taken any action which would constitute a default under“plant closing” or “mass layoff” within the meaning of the WARN Act or similar state or local law, issued any Contract notification of a plant closing or mass layoff required by the WARN Act or similar state or local law, or incurred any liability or obligation under which WARN or any similar state or local law that remains unsatisfied. (j) Except as set forth on Section 3.23(j) of the Company Disclosure Letter, the Company is not party to any Contract, Employee Agreement or Company Employee Plan between the Company or its Subsidiary and any Employee that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) subject to Section 409A of the Code. Prior to January 1, 2009, each such “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) was operated in good faith compliance with Section 409A of the Code and the guidance and regulations thereunder (“Section 409A”). Since January 1, 2009, each such nonqualified deferred compensation plan has been in documentary and operational compliance with Section 409A, including the final Treasury Regulations issued thereunder, except for any instances of non-compliance that can be corrected with respect to all amounts payable thereunder without liability to any Person (other than the ordinary income Taxes on such amounts that would be payable by the recipient of such shareholders amounts regardless of the applicability of Section 409A). No nonqualified deferred compensation plan that was originally exempt from application of Section 409A has been “materially modified” (within the meaning of IRS Notice 2005-1) at any time after October 3, 2004. No Company Option or Seller Employees other right to acquire Company Common Stock or other equity of the Company (i) has an exercise price that has been or may be less than the fair market value of the underlying equity as of the date such option or right was granted, as determined by the board of directors of the Company in good faith and in accordance with applicable Laws, (ii) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option or rights or (iii) has been granted after December 31, 2004, with respect to any class of stock of the Company that is now bound.not “service recipient stock” (within the meaning of applicable regulations under Section 409A). No compensation shall be includable in the gross income of any Employee prior to the Effective Time as a result of the operation of Section 409A of the Code. There is no Employee Agreement or Company Employee Plan to which the Company or its Subsidiary is a party, which individually or collectively could require the Company or its Subsidiary to pay a Tax gross up payment to any Employee for Tax-related payments under Section 409A.

Employee Benefit Plans and Compensation. (a) Part 2.19(aSection 3.22(a) of the Seller Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Seller Company Employee Plan and each Seller Employee AgreementAgreement (other than agreements between the Company or any of its ERISA Affiliates and any consultant or contractor relating to the performance of services for the Company or any of its ERISA Affiliates). The Seller does not intend Neither the Company nor any ERISA Affiliate has it committed any plan or commitment to establish establish, adopt or enter into any new Seller Company Employee Plan or Seller Employee Agreement, or to modify any Seller Company Employee Plan or Seller Employee Agreement (except to the extent required by law or to conform any such Seller Company Employee Plan or Seller Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser in writing or as required by this Agreementlaw). (b) The Seller Company has delivered to the PurchaserParent correct and complete copies of: (i) correct and complete copies of all documents setting forth the terms of embodying each Seller Company Employee Plan and each Seller Employee Agreement, Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Company Employee Plan; (iiiiv) if the Seller Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISAfunded, the most recent annual and periodic accounting of Seller Company Employee Plan assets; (ivv) the most recent summary plan description together with the summaries summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Seller Company Employee Plan; (v) all material written Contracts relating to each Seller Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided IRS determination, opinion, notification and advisory letters; (vii) all material communications to any Seller Employee or Employees relating to any Seller Company Employee Plan and any proposed Seller Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that which would result in any liability to the Seller or any Seller AffiliateCompany; (viiviii) all correspondence to or from any Governmental Body governmental agency relating to any Seller Company Employee Plan; Plan (viii) all COBRA forms and related noticesother than routine correspondence that is not expected to result in liability to the Company); (ix) all insurance policies in the possession of the Seller standard COBRA forms and related notices (or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Employee Plansuch forms and notices as required under comparable law); and (x) all the three (3) most recent plan years discrimination tests required under the Code for each Seller Company Employee Plan (as applicable). (c) The Company and its ERISA Affiliates have performed in all material respects all obligations required to be performed by them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Employee Plan trust intended to be qualified qualify under Section 401(a501(a) of the Code. (c) The Seller and each of the Seller Affiliates have performed all material obligations required Code has been determined to be performed so qualified or exempt by them under the IRS. For each Seller Company Employee Plan and are not in material default or material violation of, and neither the Seller nor any of the Members have knowledge of any material default or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan that is intended to be qualified under Section 401(a) of the Code there has obtained a favorable determination letter (been no event, condition or opinion letter, if applicable) as circumstance that has adversely affected or is likely to its adversely affect such qualified status under the Codestatus. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Company Employee Plan. There are no actions, suits or claims or Proceedings pending, or, to the best Knowledge of the knowledge of the Seller and the Members Company, threatened or reasonably anticipated (other than routine claims for benefits), ) against any Seller Company Employee Plan or against the assets of any Seller Company Employee Plan. Each Seller Company Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the PurchaserParent, the Seller Company or any Seller Affiliate of its ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or Proceedings proceedings pending or, to the best Knowledge of the knowledge of the Seller and the Members threatenedCompany or any ERISA Affiliates, threatened by the IRS, IRS or DOL, or any other Governmental Body Authority with respect to any Seller Company Employee Plan. Neither the Seller Company nor any Seller ERISA Affiliate has ever incurred is subject to any penalty or tax with respect to any Seller Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller Company and each Seller Affiliates ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Seller Company Employee Plan. (d) Neither the Seller Company nor any Seller ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: to, any (i) Seller Pension Plan which is subject to Title IV of ERISA; ERISA or Section 412 of the Code, (ii) "multiemployer Multiemployer Plan or (iii) “multiple employer plan" ” as defined in ERISA or the Code. No Company Employee Plan provides health benefits that are not fully insured through an insurance contract and neither the Company nor any ERISA Affiliate maintains a “funded welfare plan” within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock 419 of the Seller or any Seller Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligationsCode. (e) No Seller Company Employee Plan provides (except at no cost to the Seller or any Seller Affiliate)Employee Agreement provides, or reflects or represents any liability of the Seller to provide post-termination or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller or any Seller Affiliatestatute, and neither the Seller Company nor any Seller ERISA Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Seller Employee (either individually or to Seller Employees as a group) or any other Person that such Seller Employee(s) or other person Person would be provided with post-termination or retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirementsstatute. (f) Except as set forth Neither the Company nor any ERISA Affiliate has, prior to the Effective Time and in Part 2.19(f) any material respect, violated any of the Seller Disclosure Schedulehealth care continuation requirements of COBRA, the requirements of FMLA, the requirements of the Health Insurance Portability and except as expressly required Accountability Act of 1996. (g) Neither the Company nor any ERISA Affiliate is currently obligated to provide an Employee with any compensation or provided by this Agreementbenefits pursuant to an agreement (e.g., neither the an acquisition agreement) with a former employer of such Employee. (h) The execution of this Agreement nor and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Company Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Employee. No payment or benefit which has been, will be or may be made by the Company or its ERISA Affiliates with respect to any Employee will be, or could reasonably be expected to be, characterized as a “parachute payment,” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”). There is no contract, agreement, plan or arrangement to which the Company or any ERISA Affiliates is a party or by which it is bound to compensate any Employee for excise taxes paid pursuant to Section 4999 of the Code. (gi) Except as set forth in Part 2.19(g) of the Seller Disclosure Schedule, the Seller and each of the Seller AffiliatesThe Company: (i) are, and at is in compliance in all times have been, in substantial compliance material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment practices and wages and hours, in each case, with respect to Seller Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have has withheld and reported all amounts required by applicable Legal Requirements law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; (iii) are is not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable any of the foregoing; and (iv) are is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there There are no pending or, to the best of the knowledge of the Seller and the Memberspending, threatened or reasonably anticipated claims or Proceedings actions against the Seller or any Seller Affiliate Company under any worker's workers’ compensation policy or long-term disability policy. Neither the Company nor any ERISA Affiliate has direct or indirect liability with respect to any misclassification of any Person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer, except as would not result in material harm to the Company. (hj) No work stoppage or labor strike against the Company or any ERISA Affiliate is pending, threatened or reasonably anticipated. To the best Knowledge of the knowledge of the Seller and the MembersCompany, there are no Seller Employee is obligated under any Contract activities or subject to any judgment, decree, or order proceedings of any court labor union to organize any Employees. There are no actions, suits, claims, labor disputes or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Seller or that would interfere with the business of the Seller or any Seller Affiliate. Neither the execution nor the delivery of this Agreementgrievances pending, nor the carrying on of the business of the Seller or any Seller Affiliate as presently conducted nor any activity of such shareholder or Seller Employees in connection with the carrying on of the business of the Seller or any Seller Affiliate as presently conducted willor, to the best Knowledge of the knowledge Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the Seller and the Members, conflict withaggregate, result in a breach any material liability to the Company. The Company has not engaged in any unfair labor practices within the meaning of the termsNational Labor Relations Act. The Company is not presently, conditions or provisions ofnor has it been in the past, a party to, or constitute a default underbound by, any Contract collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated with respect to Employees. The Company has not incurred any material liability or material obligation under which the Worker Adjustment and Retraining Notification Act or any of such shareholders similar state or Seller Employees is now boundlocal law that remains unsatisfied. (k) Neither the Company nor any ERISA Affiliate currently, nor has it ever had the obligation to, maintain, establish, sponsor, participate in, or contribute to any International Employee Plan.

Employee Benefit Plans and Compensation. (a) Part 2.19(aSection 3.22(a) of the Seller Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Seller Company Employee Plan and each Seller Employee AgreementAgreement (other than agreements between the Company or any of its ERISA Affiliates and any consultant or contractor relating to the performance of services for the Company or any of its ERISA Affiliates). The Seller does not intend Neither the Company nor any ERISA Affiliate has it committed any plan or commitment to establish Page 41 – Agreement and Plan of Merger and Reorganization establish, adopt or enter into any new Seller Company Employee Plan or Seller Employee Agreement, or to modify any Seller Company Employee Plan or Seller Employee Agreement (except to the extent required by law or to conform any such Seller Company Employee Plan or Seller Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser in writing or as required by this Agreementlaw). (b) The Seller Company has delivered to the PurchaserParent correct and complete copies of: (i) correct and complete copies of all documents setting forth the terms of embodying each Seller Company Employee Plan and each Seller Employee Agreement, Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, performance bonds and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Company Employee Plan; (iiiiv) if the Seller Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISAfunded, the most recent annual and subsequent periodic accounting of Seller Company Employee Plan assets; (ivv) the most recent summary plan description together with the summaries summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Seller Company Employee Plan; (v) all material written Contracts relating to each Seller Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided IRS determination, opinion, notification and advisory letters; (vii) all material communications to any Seller Employee or Employees relating to any Seller Company Employee Plan and any proposed Seller Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that which would result in any liability to the Seller or any Seller AffiliateCompany; (viiviii) all correspondence to or from any Governmental Body governmental agency relating to any Seller Company Employee Plan; Plan (viii) all COBRA forms and related noticesother than routine correspondence that is not expected to result in liability to the Company); (ix) all insurance policies in the possession of the Seller standard COBRA forms and related notices (or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Employee Plansuch forms and notices as required under comparable law); (x) all the three (3) most recent plan years discrimination tests required under the Code for each Seller Company Employee Plan (as applicable); and (xi) any applications filed under an IRS or DOL correction program, such as EPCRS (including any non-filed self-corrections), DFVCP or VFCP. (c) The Company and its ERISA Affiliates have performed in all material respects all obligations (including fiduciary duties) required to be performed by them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Employee Plan trust intended to be qualified qualify under Section 401(a501(a) of the Code. (c) The Seller and each of the Seller Affiliates have performed all material obligations required Code has been determined to be performed so qualified or exempt by them under the IRS. For each Seller Company Employee Plan and are not in material default or material violation of, and neither the Seller nor any of the Members have knowledge of any material default or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan that is intended to be qualified under Section 401(a) of the Code there has obtained a favorable determination letter (been no event, condition or opinion letter, if applicable) as circumstance that has adversely affected or is likely to its adversely affect such qualified status under the Codestatus. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Company Employee Plan. There are no actions, suits or claims or Proceedings pending, or, to the best Knowledge of the knowledge of the Seller and the Members Company, threatened or reasonably anticipated (other than routine claims for benefits), ) against any Seller Company Employee Plan or against the assets of any Seller Company Employee Plan. Each Seller Company Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the PurchaserParent, the Seller Company or any Seller Affiliate of its Page 42 – Agreement and Plan of Merger and Reorganization ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or Proceedings proceedings pending or, to the best Knowledge of the knowledge of the Seller and the Members threatenedCompany or any ERISA Affiliates, threatened by the IRS, IRS or DOL, or any other Governmental Body Authority with respect to any Seller Company Employee Plan. Neither the Seller Company nor any Seller ERISA Affiliate has ever incurred is subject to any penalty or tax with respect to any Seller Company Employee Plan under Section 502(i), (l) and (m) of ERISA or Sections 4975 through 4980 of the Code. The Seller Company and each Seller Affiliates ERISA Affiliate have timely made all contributions and other payments required by and due or accrued under the terms of each Seller Company Employee Plan. To the Knowledge of the Company, all Employee records (including without limitation, compensation and service data) used by the Company Employee Plans are correct and complete. (d) Neither the Seller Company nor any Seller ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: to, any (i) Seller Pension Plan which is subject to Title IV of ERISA; ERISA or Section 412 of the Code, (ii) "multiemployer Multiemployer Plan or (iii) “multiple employer plan" ” as defined in ERISA or the Code. No Company Employee Plan provides health benefits that are not fully insured through an insurance contract and neither the Company nor any ERISA Affiliate maintains a “funded welfare plan” within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock 419 of the Seller or any Seller Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligationsCode. (e) No Seller Company Employee Plan provides (except at no cost to the Seller or any Seller Affiliate)Employee Agreement provides, or reflects or represents any liability of the Seller to provide post-termination or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller or any Seller Affiliatestatute, and neither the Seller Company nor any Seller ERISA Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Seller Employee (either individually or to Seller Employees as a group) or any other Person that such Seller Employee(s) or other person Person would be provided with post-termination or retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirementsstatute. (f) Except as set forth Neither the Company nor any ERISA Affiliate has, prior to the Effective Time and in Part 2.19(f) any material respect, violated any of the Seller Disclosure Schedulehealth care continuation requirements of COBRA, USERRA, the requirements of FMLA, or the requirements of the Health Insurance Portability and except as expressly required Accountability Act of 1996. (g) Neither the Company nor any ERISA Affiliate is currently obligated to provide an Employee with any compensation or provided by this Agreementbenefits pursuant to an agreement (e.g., neither the an acquisition agreement) with a former employer of such Employee. (h) The execution of this Agreement nor and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Company Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Employee. No payment or benefit which has been, will be or may be made by the Company or its ERISA Affiliates with respect to any Employee will be, or could reasonably be expected to be, characterized as a “parachute payment,” within the meaning of Section 280G(b)(2) of the Code (or any corresponding or similar provision under state, local or foreign law) (“Section 280G Payments”). There is no contract, agreement, plan or arrangement to which the Company or any ERISA Affiliates is a party or by which it is bound to compensate any Employee for excise taxes paid pursuant to Section 4999 of the Code (or any corresponding or similar provision under state, local or foreign law). (gi) Except as set forth in Part 2.19(g) of the Seller Disclosure Schedule, the Seller and each of the Seller AffiliatesThe Company: (i) are, and at is in compliance in all times have been, in substantial compliance material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment practices and wages and hours, in each case, with respect to Seller Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have has withheld and reported all amounts required by applicable Legal Requirements law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; (iii) are is not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable any of the foregoing; and (iv) are is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there There are no pending or, to the best of the knowledge of the Seller and the Memberspending, threatened or reasonably anticipated claims or Proceedings actions against the Seller or any Seller Affiliate Company under any worker's workers’ compensation policy or long-term disability policy. Neither the Company nor any ERISA Affiliate has direct or indirect liability with respect to any misclassification of any Person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer, except as would not result in material harm to the Company. (hj) No work stoppage or labor strike against the Company or any ERISA Affiliate is pending, threatened or reasonably anticipated. To the best Knowledge of the knowledge of the Seller and the MembersCompany, there are no Seller Employee is obligated under any Contract activities or subject to any judgment, decree, or order proceedings of any court labor union to organize any Employees. There are no actions, suits, claims, labor disputes or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Seller or that would interfere with the business of the Seller or any Seller Affiliate. Neither the execution nor the delivery of this Agreementgrievances pending, nor the carrying on of the business of the Seller or any Seller Affiliate as presently conducted nor any activity of such shareholder or Seller Employees in connection with the carrying on of the business of the Seller or any Seller Affiliate as presently conducted willor, to the best Knowledge of the knowledge Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the Seller and the Members, conflict withaggregate, result in a breach any material liability to the Company. The Company has not engaged in any unfair labor practices within the meaning of the termsNational Labor Relations Act. The Company is not presently, conditions or provisions ofnor has it been in the past, a party to, or constitute a default underbound by, any Contract collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated with respect to Employees. The Company has not incurred any material liability or material obligation under which the Worker Adjustment and Retraining Notification Act or any similar state or local law that remains unsatisfied. (k) Neither the Company nor any ERISA Affiliate currently, nor has it ever had the obligation to, maintain, establish, sponsor, participate in, or contribute to any International Employee Plan. (l) Section 3.22(l) of the Company Disclosure Schedule identifies each ‘nonqualified deferred compensation plan’ (as defined in Code section 409A(d)(1)) sponsored, maintained or contributed to by Company, any ERISA Affiliate or Employees. Each such shareholders or Seller Employees is now boundplan has fully complied with Code section 409A, Notice 2005-1 and the Prop. Treas. Regs. at 70 Fed. Reg. 57930 (October 4, 2005) since January 1, 2005. No event has occurred that would be treated by Code section 409A(b) as a transfer of property under Code section 83.

Employee Benefit Plans and Compensation. (a) Part 2.19(a) of the Seller Disclosure Schedule contains an accurate and complete list as of the date hereof of each Seller ALC Employee Plan and each Seller ALC Employee Agreement. The Seller ALC does not intend nor has it committed to establish or enter into any new Seller ALC Employee Plan or Seller ALC Employee Agreement, or to modify any Seller ALC Employee Plan or Seller ALC Employee Agreement (except to conform any such Seller ALC Employee Plan or Seller ALC Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser in writing or as required by this Agreement). (b) The Seller ALC has delivered made available to the Purchaser: (i) correct and complete copies of all documents setting forth the terms of each Seller ALC Employee Plan and each Seller ALC Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller ALC Employee Plan; (iii) if the Seller ALC Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Seller ALC Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Seller ALC Employee Plan; (v) all material written Contracts relating to each Seller ALC Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Seller ALC Employee relating to any Seller ALC Employee Plan and any proposed Seller ALC Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Seller or any Seller AffiliateALC; (vii) all correspondence to or from any Governmental Body relating to any Seller ALC Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of the Seller or any Seller Affiliate ALC pertaining to fiduciary liability insurance covering the fiduciaries for each Seller ALC Employee Plan; (x) all discrimination tests required under the Code for each Seller ALC Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller ALC Employee Plan intended to be qualified under Section 401(a) of the Code. (c) The Seller and each of the Seller Affiliates have ALC has performed in all material respects all obligations required to be performed by them it under each Seller ALC Employee Plan and are is not in material default or material violation of, and neither the Seller nor any of the Members have knowledge Major Stockholder has no Knowledge of any material default or material violation by any other party to, the terms of any Seller ALC Employee Plan, and each Seller ALC Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller ALC Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller ALC Employee Plan. There are no claims or Proceedings pending, or, to the best Knowledge of the knowledge of the Seller and the Members Major Stockholder, threatened or reasonably anticipated (other than routine claims for benefits), against any Seller ALC Employee Plan or against the assets of any Seller ALC Employee Plan. Each Seller ALC Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued at any time after the Closing in accordance with its terms, terms without liability to the Purchaser, the Seller Purchaser or any Seller Affiliate ALC (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the best Knowledge of the knowledge of the Seller and the Members threatenedMajor Stockholder, threatened by the IRS, DOL, DOL or any other Governmental Body with respect to any Seller ALC Employee Plan. Neither the Seller nor any Seller Affiliate ALC has ever never incurred any penalty or tax with respect to any Seller ALC Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller and each Seller Affiliates have ALC has made all contributions and other payments required by and due under the terms of each Seller ALC Employee Plan. (d) Neither the Seller nor any Seller Affiliate ALC has ever never maintained, established, sponsored, participated in, or contributed to any: (i) Seller Pension Plan subject to Title IV “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA; or (ii) "“multiemployer plan" ” within the meaning of Section (3)(37) of ERISAERISA or (iii) Foreign Plan. Neither the Seller nor any Seller Affiliate ALC does not have, and has ever maintained, established, sponsored, participated in or contributed tonever had, any Seller Pension Plan in which stock Person under common control with ALC within the meaning of Sections 414(b), (c), (m) and (o) of the Seller or any Seller Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign PlanCode, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligationsthe regulations issued thereunder. (e) No Seller ALC Employee Plan provides (except at no cost to the Seller or any Seller AffiliateALC), or reflects or represents any liability of the Seller or any Seller Affiliate ALC to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller or any Seller AffiliateALC, neither the Seller nor any Seller Affiliate ALC has ever never represented, promised or contracted (whether in oral or written form) to any Seller ALC Employee (either individually or to Seller ALC Employees as a group) or any other Person that such Seller ALC Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (f) Except as set forth in Part 2.19(f) of the Seller Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller ALC Employee Plan, Seller ALC Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller ALC Employee. (g) Except as set forth in Part 2.19(g) of the Seller Disclosure Schedule, the Seller and each of the Seller AffiliatesALC: (i) areis, and at all times have has been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller ALC Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state lawlaw to the extent applicable; (ii) have has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Seller ALC Employees; (iii) are is not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller ALC Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there There are no pending or, to the best Knowledge of the knowledge of the Seller and the MembersMajor Stockholder, threatened or reasonably anticipated claims or Proceedings against the Seller or any Seller Affiliate ALC under any worker's ’s compensation policy or long-term disability policy. (h) To the best Knowledge of the knowledge of the Seller and the MembersMajor Stockholder, no Seller stockholder of ALC nor any current ALC Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's ’s efforts to promote the interests of the Seller ALC or that would interfere with the business of ALC. To the Seller or any Seller Affiliate. Neither Knowledge of the Major Stockholder, neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Seller or any Seller Affiliate ALC as presently conducted nor any activity of such shareholder stockholders or Seller current ALC Employees in connection with the carrying on of the business of the Seller or any Seller Affiliate ALC as presently conducted will, to the best of the knowledge of the Seller and the Members, will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such shareholders stockholders or Seller current ALC Employees is now bound.

Employee Benefit Plans and Compensation. (a) Part 2.19(aSection 3.22(a) of the Seller Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Seller Company Employee Plan and each Seller Employee Agreement. The Seller does not intend Neither the Company nor any ERISA Affiliate has it committed any plan or commitment to establish or enter into any new Seller Company Employee Plan or Seller Employee Agreement, or to modify any Seller Company Employee Plan or Seller Employee Agreement (except to the extent required by law or to conform any such Seller Company Employee Plan or Seller Employee Agreement to the requirements of any applicable Legal Requirementslaw, in each case as previously disclosed to the Purchaser Parent in writing writing, or as required by this Agreement), or to adopt or enter into any Company Employee Plan or Employee Agreement. (b) The Seller Company has delivered or made available to the PurchaserParent true, correct and complete copies of: (i) correct and complete copies of all documents setting forth the terms of embodying each Seller Company Employee Plan and each Seller Employee Agreement, Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Company Employee Plan; (iiiiv) if the Seller Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISAfunded, the most recent annual and periodic accounting of Seller Company Employee Plan assets; (ivv) the most recent summary plan description together with the summaries summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Seller Company Employee Plan; (v) all material written Contracts relating to each Seller Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided IRS determination, opinion, notification and advisory letters; (vii) all material communications to any Seller Employee or Employees relating to any Seller Company Employee Plan and any proposed Seller Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that which would result in any material liability to the Seller or any Seller AffiliateCompany; (viiviii) all correspondence to or from any Governmental Body governmental agency relating to any Seller Company Employee Plan; Plan (viii) all COBRA forms and related noticesother than routine correspondence that is not expected to result in liability to the Company); (ix) all insurance policies in the possession of the Seller standard COBRA forms and related notices (or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Employee Plansuch forms and notices as required under comparable law); and (x) all the three (3) most recent plan years discrimination tests required under the Code for each Seller Company Employee Plan. (c) The Company and its ERISA Affiliates have performed in all material respects all obligations required to be performed by them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Employee Plan trust intended to be qualified qualify under Section 401(a501(a) of the Code. (c) The Seller Code has, since January 1, 2000, obtained a favorable determination, notification, and advisory and/or opinion letter, as applicable, as to its qualified status from the IRS. For each of the Seller Affiliates have performed all material obligations required to be performed by them under each Seller Company Employee Plan and are not in material default or material violation of, and neither the Seller nor any of the Members have knowledge of any material default or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan that is intended to be qualified under Section 401(a) of the Code there has obtained a favorable determination letter (been no event, condition or opinion letter, if applicable) as circumstance that has adversely affected or is likely to its adversely affect such qualified status under the Codestatus. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Company Employee Plan. There are no actions, suits or claims or Proceedings pending, or, to the best Knowledge of the knowledge of the Seller and the Members Company or any ERISA Affiliates, threatened or reasonably anticipated (other than routine claims for benefits), ) against any Seller Company Employee Plan or against the assets of any Seller Company Employee Plan. Each Seller Company Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the PurchaserParent, the Seller Company or any Seller Affiliate of its ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or Proceedings proceedings pending or, to the best Knowledge of the knowledge of the Seller and the Members threatenedCompany or any ERISA Affiliates, threatened by the IRS, IRS or DOL, or any other Governmental Body Authority with respect to any Seller Company Employee Plan. Neither the Seller Company nor any Seller ERISA Affiliate has ever incurred is subject to any penalty or tax with respect to any Seller Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller Company and each Seller Affiliates ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Seller Company Employee Plan. (d) Neither the Seller Company nor any Seller ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: to, any (i) Seller Pension Plan which is subject to Title IV of ERISA; ERISA or Section 412 of the Code, (ii) "multiemployer Multiemployer Plan or (iii) “multiple employer plan" ” as defined in ERISA or the Code. No Company Employee Plan provides health benefits that are not fully insured through an insurance contract and neither the Company nor any ERISA Affiliate maintains a “funded welfare plan” within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock 419 of the Seller or any Seller Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligationsCode. (e) No Seller Company Employee Plan provides (except at no cost to the Seller or any Seller Affiliate)Employee Agreement provides, or reflects or represents any liability of the Seller to provide post-termination or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller or any Seller Affiliatestatute, and neither the Seller Company nor any Seller ERISA Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Seller Employee (either individually or to Seller Employees as a group) or any other Person that such Seller Employee(s) or other person Person would be provided with post-termination or retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirementsstatute. (f) Except as set forth Neither the Company nor any ERISA Affiliate has, prior to the Effective Time and in Part 2.19(f) any material respect, violated any of the Seller Disclosure Schedulehealth care continuation requirements of COBRA, the requirements of FMLA, the requirements of the Health Insurance Portability and except as expressly required Accountability Act of 1996, the requirements of the Women’s Health and Cancer Rights Act of 1998, the requirements of the Newborns’ and Mothers’ Health Protection Act of 1996, or provided by this Agreementany amendment to each such act, neither or any similar provisions of state law applicable to its Employees. (g) Neither the Company nor any ERISA Affiliate is currently obligated to provide an Employee with any compensation or benefits pursuant to an agreement (e.g., an acquisition agreement) with a former employer of such Employee. (h) The execution of this Agreement nor and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Company Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Employee. No payment or benefit which has been, will be or may be made by the Company or its ERISA Affiliates with respect to any Employee will be, or could reasonably be expected to be, characterized as a “parachute payment,” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”). There is no Contract or arrangement to which the Company or any ERISA Affiliates is a party or by which it is bound to compensate any Employee for excise taxes paid pursuant to Section 4999 of the Code. (gi) Except as set forth in Part 2.19(gSection 3.22(i) of the Seller Company Disclosure Schedule, the Seller and Schedule lists each Company Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Seller AffiliatesCode). Each such Company Plan has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code and IRS Notice 2005-1. No nonqualified deferred compensation plan has been “materially modified” (within the meaning of IRS Notice 2005-1) at any time after October 3, 2004. (j) Neither the Company nor any ERISA Affiliate currently have a Company Stock Plan where there was an obligation to, establish, sponsor, participate in, grant, or issue any Company Options under any Company Option Plan or any other right to acquire Company Common Stock or other equity of the Company. (k) With respect to the Company Plans, there are no benefit or funding obligations for which contributions have not been made or properly accrued to the extent required by GAAP. The assets of each Company Plan which is fully funded are reported at their fair market value on the books and records of such Company Plan and/or the Company and its Subsidiaries. (l) The Company: (i) are, and at is in compliance in all times have been, in substantial compliance material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have has withheld and reported all amounts required by applicable Legal Requirements law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; (iii) are is not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable any of the foregoing; and (iv) are is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there There are no pending or, to the best of the knowledge of the Seller and the Memberspending, threatened or reasonably anticipated claims or Proceedings actions against the Seller or any Seller Affiliate Company under any worker's ’s compensation policy or long-term disability policy. Neither the Company nor any ERISA Affiliate has direct or indirect liability with respect to any misclassification of any Person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer, except as would not result in material harm to the Company. (hm) To No work stoppage or labor strike against the best of the knowledge of the Seller and the MembersCompany or any ERISA Affiliate is pending, no Seller Employee is obligated under any Contract threatened or subject to any judgment, decree, or order reasonably anticipated. The Company does not know of any court activities or other Governmental Body that would interfere with such Person's efforts proceedings of any labor union to promote the interests of the Seller organize any Employees. There are no actions, suits, claims, labor disputes or that would interfere with the business of the Seller or any Seller Affiliate. Neither the execution nor the delivery of this Agreementgrievances pending, nor the carrying on of the business of the Seller or any Seller Affiliate as presently conducted nor any activity of such shareholder or Seller Employees in connection with the carrying on of the business of the Seller or any Seller Affiliate as presently conducted willor, to the best Knowledge of the knowledge Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the Seller and the Members, conflict withaggregate, result in a breach any material liability to the Company. The Company has not engaged in any unfair labor practices within the meaning of the termsNational Labor Relations Act. The Company is not presently, conditions or provisions ofnor has it been in the past, a party to, or constitute a default underbound by, any Contract collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated with respect to Employees. The Company has not incurred any material liability or material obligation under which the Worker Adjustment and Retraining Notification Act or any similar state or local law that remains unsatisfied. (n) Neither the Company nor any ERISA Affiliate currently, nor has it ever had the obligation to, maintain, establish, sponsor, participate in, or contribute to any International Employee Plan. (o) Section 3.22(o) of such shareholders or Seller Employees is now boundthe Company Disclosure Schedule sets forth a list of all of the consultants employed by the Company since its inception who have participated in any way in the development of Company Intellectual Property.

Employee Benefit Plans and Compensation. (a) Part 2.19(a) of the Seller Disclosure Schedule contains an accurate and complete list as of the date hereof of each Seller Company Employee Plan and each Seller Company Employee Agreement. The Seller Company does not intend nor has it committed to establish or enter into any new Seller Company Employee Plan or Seller Company Employee Agreement, or to modify any Seller Company Employee Plan or Seller Company Employee Agreement (except to conform any such Seller Company Employee Plan or Seller Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser in writing or as required by this Agreement). (b) The Seller Company has delivered to the Purchaser: (i) correct and complete copies of all documents setting forth the terms of each Seller Company Employee Plan and each Seller Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Company Employee Plan; (iii) if the Seller Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Seller Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Seller Company Employee Plan; (v) all material written Contracts relating to each Seller Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Seller Company Employee relating to any Seller Company Employee Plan and any proposed Seller Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Seller Company or any Seller Company Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Seller Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of the Seller Company or any Seller Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Company Employee Plan; (x) all discrimination tests required under the Code for each Seller Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Company Employee Plan intended to be qualified under Section 401(a) of the Code. (c) The Seller and each Each of the Seller Company and Company Affiliates have performed all material obligations required to be performed by them under each Seller Company Employee Plan and are not in material default or material violation of, and neither the Seller Company nor any of the Members Selling Stockholder have knowledge Knowledge of any material default or material violation by any other party to, the terms of any Seller Company Employee Plan, and each Seller Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Company Employee Plan. There are no claims or Proceedings pending, or, to the best of the knowledge of the Seller and the Members Company’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits), against any Seller Company Employee Plan or against the assets of any Seller Company Employee Plan. Each Seller Company Employee Plan (other than any Seller Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Seller Company or any Seller Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the best of the knowledge of the Seller and the Members threatenedCompany’s Knowledge, threatened by the IRS, DOL, or any other Governmental Body with respect to any Seller Company Employee Plan. Neither None of the Seller Companies nor any Seller Company Affiliate has ever incurred any penalty or tax with respect to any Seller Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller Each of the Companies and each Seller Company Affiliates have made all contributions and other payments required by and due under the terms of each Seller Company Employee Plan. (d) Neither the Seller Company nor any Seller Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Seller Company Pension Plan subject to Title IV of ERISA; or (ii) "“multiemployer plan" ” within the meaning of Section (3)(37) of ERISA. Neither the Seller Company nor any Seller Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Company Pension Plan in which stock of the Seller Company or any Seller Company Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligations. (e) No Seller Company Employee Plan provides (except at no cost to the Seller Company or any Seller Company Affiliate), or reflects or represents any liability of the Seller Company or any Seller Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller Company or any Seller Company Affiliate, neither the Seller Company nor any Seller Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Seller Company Employee (either individually or to Seller Company Employees as a group) or any other Person that such Seller Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (f) Except as set forth in Part 2.19(f) of the Seller Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Company Employee Plan, Seller Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Company Employee. (g) Except as set forth in Part 2.19(g) of the Seller Disclosure Schedule, the Seller and each of the Seller Company and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Seller Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there There are no pending or, to the best of the knowledge of the Seller and the MembersCompany’s Knowledge, threatened or reasonably anticipated claims or Proceedings against the Seller Company or any Seller Company Affiliate under any worker's ’s compensation policy or long-term disability policy. (h) To the best of the knowledge of the Seller and the MembersCompany’s Knowledge, no Seller shareholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's ’s efforts to promote the interests of the Seller Company or that would interfere with the business of the Seller Company or any Seller Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Seller Company or any Seller Company Affiliate as presently conducted nor any activity of such shareholder or Seller Company Employees in connection with the carrying on of the business of the Seller Company or any Seller Company Affiliate as presently conducted will, to the best of the knowledge of the Seller and the MembersCompany’s Knowledge, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such shareholders or Seller Company Employees is now bound.

Employee Benefit Plans and Compensation. (a) Part 2.19(aSection 3.11(a) of the Seller Disclosure Schedule contains an a complete and accurate and complete list as of the date hereof of each Seller Company Employee Plan Plan, each Employee Agreement under each Company Employee Plan, and each Seller Employee Agreement. The Seller does not intend Neither the Company nor any ERISA Affiliate has it committed made any plan or commitment to establish or enter into any new Seller Company Employee Plan or Seller Employee Agreement, or to modify any Seller Company Employee Plan or Seller Employee Agreement (except to the extent required by law or to conform any such Seller Company Employee Plan or Seller Employee Agreement to the requirements of any applicable Legal Requirementslaw, in each case as previously disclosed to the Purchaser Parent in writing writing, or as required by this Agreement), or to adopt or enter into any Company Employee Plan or Employee Agreement. Section 3.11(a) of the Disclosure Schedule sets forth a table setting forth the name and compensation of each Company Employee. (b) The Seller Company has delivered provided to the Purchaser: Parent (i) correct and complete copies of all documents setting forth the terms of embodying each Seller Company Employee Plan and each Seller Employee AgreementAgreement including, including without limitation, all amendments thereto and all related trust documents; documents administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Company Employee Plan; , (iii) if the Seller Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISAfunded, the most recent annual and periodic accounting of Seller Company Employee Plan assets; , (iv) the most recent summary plan description together with the summaries summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Seller Company Employee Plan; , (v) all communications material written Contracts relating to each Seller Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Seller Company Employee or Company Employees relating to any Seller Company Employee Plan and any proposed Seller Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that which would result in any material liability to the Seller or any Seller Affiliate; Company, (viivi) all correspondence to or from any Governmental Body governmental agency relating to any Seller Company Employee Plan; , (viiivii) all standard COBRA forms and related notices; , (viii) the most recent annual actual valuations, if any, prepared for each Company Employee Plan, (ix) all insurance policies in the possession of the Seller or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries discrimination tests for each Seller Company Employee Plan; Plan for the three (3) most recent plan years, and (x) all discrimination tests IRS determination, opinion, notification and advisory letters with respect to each Company Employee Plan, if any. (c) The Company and its ERISA Affiliates have performed in all material respects all obligations required to be performed by them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code for each Seller Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Employee Plan trust intended to be qualified qualify under Section 401(a501(a) of the Code. (c) The Seller and Code has obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS. For each of the Seller Affiliates have performed all material obligations required to be performed by them under each Seller Company Employee Plan and are not in material default or material violation of, and neither the Seller nor any of the Members have knowledge of any material default or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan that is intended to be qualified under Section 401(a) of the Code there has obtained a favorable determination letter (been no event, condition or opinion letter, if applicable) as circumstance that has adversely affected or is likely to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Employee Plan. There are no claims or Proceedings pending, or, to the best of the knowledge of the Seller and the Members threatened or reasonably anticipated (other than routine claims for benefits), against any Seller Employee Plan or against the assets of any Seller Employee Plan. Each Seller Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Seller or any Seller Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the best of the knowledge of the Seller and the Members threatened, by the IRS, DOL, or any other Governmental Body with respect to any Seller Employee Plan. Neither the Seller nor any Seller Affiliate has ever incurred any penalty or tax with respect to any Seller Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller and each Seller Affiliates have made all contributions and other payments required by and due under the terms of each Seller Employee Plan. (d) Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Seller Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock of the Seller or any Seller Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in adversely affect such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligations. (e) No Seller Employee Plan provides (except at no cost to the Seller or any Seller Affiliate), or reflects or represents any liability of the Seller or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller or any Seller Affiliate, neither the Seller nor any Seller Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Seller Employee (either individually or to Seller Employees as a group) or any other Person that such Seller Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (f) Except as set forth in Part 2.19(f) of the Seller Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Employee. (g) Except as set forth in Part 2.19(g) of the Seller Disclosure Schedule, the Seller and each of the Seller Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there are no pending or, to the best of the knowledge of the Seller and the Members, threatened or reasonably anticipated claims or Proceedings against the Seller or any Seller Affiliate under any worker's compensation policy or long-term disability policy. (h) To the best of the knowledge of the Seller and the Members, no Seller Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Seller or that would interfere with the business of the Seller or any Seller Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Seller or any Seller Affiliate as presently conducted nor any activity of such shareholder or Seller Employees in connection with the carrying on of the business of the Seller or any Seller Affiliate as presently conducted will, to the best of the knowledge of the Seller and the Members, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such shareholders or Seller Employees is now bound.qualified

Employee Benefit Plans and Compensation. (a) Part 2.19(aSchedule 2.18(a) of the Seller Disclosure Schedule contains an accurate and complete list as of the date hereof of each Seller Employee Plan and each Seller Employee Agreement. The Seller does not intend nor has it committed to establish or enter into any new Seller Employee Plan or Seller Employee Agreement, or to modify any Seller Employee Plan or Seller Employee Agreement (except to conform any such Seller Employee Plan or Seller Employee Agreement them to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser Buyer Group in writing or as required by this Agreement). (b) The Seller has delivered to the PurchaserBuyer Group: (i) correct and complete copies of all documents setting forth the terms of each Seller Employee Plan and each Seller Employee Agreement, including all amendments thereto and all related trust documentsthereto; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Employee Plan; (iii) if the Seller Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Seller Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Seller Employee Plan; (v) all material written Contracts relating to each Seller Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Seller Employee relating to any Seller Employee Plan and any proposed Seller Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Seller or any Seller Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Seller Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of the Seller or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Employee Plan; (x) all discrimination tests required under the Code for each Seller Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Employee Plan intended to be qualified under Section 401(a) of the Code. (c) The Seller and each of the Seller Affiliates have performed all material obligations required to be performed by them under each Seller Employee Plan and are not in material default or material violation of, and neither to the Seller nor any of the Members have knowledge of any material Seller, there is no default or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Each Seller Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Employee Plan. There are no claims or Proceedings pending, or, to the best of the knowledge of the Seller and the Members Seller, threatened or reasonably anticipated (other than routine claims for benefits), against any Seller Employee Plan or against the assets of any Seller Employee Plan. Each Seller Employee Plan (other than any a Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the PurchaserBuyer Group, the Seller or any Seller Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the best of the knowledge of the Seller and the Members threatenedSeller, threatened by the IRS, DOL, IRS or any other Governmental Body with respect to any Seller Employee Plan. Neither the Seller nor any Seller Affiliate has ever incurred any penalty or tax with respect to any Seller Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller and each of the Seller Affiliates have made all contributions and other payments required by and due under the terms of each Seller Employee Plan. (d) Neither the Seller nor any Seller Affiliate has ever never maintained, established, sponsored, participated in, or contributed to any: (i) Seller Pension Plan subject to Title IV of ERISA; or (ii) "“multiemployer plan" ” within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever never maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock of the Seller or any Seller Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligations. (e) No Seller Employee Plan provides (except at no cost to the Seller or any Seller Affiliate), or reflects or represents any liability of the Seller or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller or any Seller Affiliate, neither the Seller nor any Seller Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Seller Employee (either individually or to Seller Employees as a group) or any other Person that such Seller Employee(s) or other person Person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (f) Except as set forth in Part 2.19(f) of the Seller Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Employee. (g) Except as set forth in Part 2.19(g) of the Seller Disclosure Schedule, the Seller and each of the Seller Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; (iiiii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iviii) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there There are no pending or, to the best of the knowledge of the Seller and the MembersSeller, threatened or reasonably anticipated claims or Proceedings against the Seller or any Seller Affiliate under any worker's ’s compensation policy or long-term disability policy. (h) To the best of the knowledge of the Seller and the MembersSeller, no neither Stockholder nor any Seller Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's ’s efforts to promote the interests of the Seller or that would interfere with the business of the Seller or any Seller Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Seller or any Seller Affiliate as presently conducted nor any activity of such shareholder Stockholder or Seller Employees in connection with the carrying on of the business of the Seller or any Seller Affiliate as presently conducted will, to the best of the knowledge of the Seller and the MembersSeller, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which Stockholder or any of such shareholders or Seller Employees is now bound.

Employee Benefit Plans and Compensation. (a) Part 2.19(aSection 3.17(a) of the Seller Disclosure Schedule contains an accurate and complete list as of the date hereof of each Seller Company Employee Plan and each Seller Employee Agreement. The Seller does not intend Neither the Company nor any ERISA Affiliate intends or has it committed to establish or enter into any new Seller Company Employee Plan or Seller Employee Agreement, or to modify materially any Seller Company Employee Plan or Seller Employee Agreement (except to conform any such Seller Company Employee Plan or Seller Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser in writing or as required by this Agreement). (b) The Seller Company has delivered to the Purchaser: (i) correct and complete copies of all documents setting forth the terms of each Seller Company Employee Plan and each Seller Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Company Employee Plan; (iii) if the Seller Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Seller Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Seller Company Employee Plan; (viv) all material written Contracts relating to each Seller Company Employee Plan, including administrative service agreements and group insurance contracts; (viv) all written materials provided to any Seller Employee relating to any Seller Employee Plan and any proposed Seller Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Seller or any Seller Affiliate; (vii) all material correspondence to or from any Governmental Body Authority relating to any Seller Company Employee Plan; (viii) all COBRA forms and related notices; (ixvi) all insurance policies in the possession of the Seller or any Seller Affiliate Company pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Company Employee Plan; (xvii) all discrimination tests required under the Code for each Seller Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xiviii) the most recent IRS determination or opinion letter issued with respect to each Seller Company Employee Plan intended to be qualified under Section 401(a) of the Code. (c) The Seller Company and each of the Seller Affiliates have ERISA Affiliate has performed all material obligations required to be performed by them it under each Seller Company Employee Plan and are is not in material default or material violation of, and neither the Seller nor any to Knowledge of the Members have knowledge of any material Company, there has been no default or material violation by any other party to, the terms of any Seller Company Employee Plan, and each Seller Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Employee Plan. There are no claims or Proceedings pending, or, to the best of the knowledge of the Seller and the Members threatened or reasonably anticipated (other than routine claims for benefits), against any Seller Employee Plan or against the assets of any Seller Employee Plan. Each Seller Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Seller or any Seller Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the best of the knowledge of the Seller and the Members threatened, by the IRS, DOL, or any other Governmental Body with respect to any Seller Employee Plan. Neither the Seller nor any Seller Affiliate has ever incurred any penalty or tax with respect to any Seller Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller and each Seller Affiliates have made all contributions and other payments required by and due under the terms of each Seller Employee Plan. (d) Neither the Seller Company nor any Seller Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Seller Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller ERISA Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock to any: (i) “defined benefit plan” within the meaning of Section 414 of the Seller Code; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) any Seller Affiliate Company Employee Plan that is not subject to United States law or was held as a plan asset. The fair market value that is for the benefit of persons whose services to the Company are performed primarily outside of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligationsUnited States. (e) No Seller Company Employee Plan provides (except at no cost to the Seller Company or any Seller Affiliatethe Purchaser), or reflects or represents any material liability of the Seller or any Seller Affiliate Company to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller or any Seller AffiliateCompany, neither the Seller nor any Seller Affiliate Company has ever never represented, promised or contracted (whether in oral or written form) to any Seller Company Employee (either individually or to Seller Company Employees as a group) ), any former Company Employee or any other Person that such Seller Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (f) Except as set forth in Part 2.19(f) of the Seller Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Employee. (g) Except as set forth in Part 2.19(g) of the Seller Disclosure Schedule, the Seller and each of the Seller AffiliatesThe Company: (i) are, and at is in material compliance in all times have been, in substantial compliance respects with all currently applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Company Employees and former Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLAthe United States Family Medical Leave Act, the requirements of HIPAA the Health Insurance Portability and Accountability Act of 1996 and any similar provisions of state or foreign law; (ii) have has withheld and reported all material amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Seller Company Employees and former Company Employees; (iii) are is not liable for any material arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Company Employees or former Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there There are no pending or, to the best Knowledge of the knowledge of the Seller and the MembersCompany, threatened or reasonably anticipated claims or Proceedings against the Seller or any Seller Affiliate Company under any worker's ’s compensation policy or long-term disability policy. (h) To the best of the knowledge of the Seller and the Members, no Seller Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Seller or that would interfere with the business of the Seller or any Seller Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Seller or any Seller Affiliate as presently conducted nor any activity of such shareholder or Seller Employees in connection with the carrying on of the business of the Seller or any Seller Affiliate as presently conducted will, to the best of the knowledge of the Seller and the Members, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such shareholders or Seller Employees is now bound.

Employee Benefit Plans and Compensation. (a) Part 2.19(aSection 5.15(a) of the Seller Company Disclosure Schedule contains an Letter sets forth a complete and accurate and complete list as of the date hereof of each Seller this Agreement of all Company Employee Plan and each Seller Employee AgreementPlans. The Seller does not intend Neither the Company nor any of its Subsidiaries has it committed any plan or commitment to establish or enter into any new Seller Company Employee Plan or Seller Employee AgreementPlan, or to modify any Seller Company Employee Plan or Seller Employee Agreement (except to the extent required by law or to conform any such Seller Company Employee Plan or Seller Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser Parent in writing writing, or as required by this Agreement), or to adopt or enter into any Company Employee Plan except in the ordinary course of business consistent with past practices. (b) The Seller With respect to each Company Employee Plan, the Company has delivered made available to the Purchaser: Parent complete and accurate copies of (i) correct the plan documents (or a written summary of any unwritten plan) together with all amendments, (ii) each trust agreement, group annuity contract, administration and complete copies similar material agreements, investment management or investment advisory agreements, (iii) the most recent summary plan descriptions and employee handbook, or other similar material employee communications relating to employee benefits matters, (iv) all current personnel, payroll and employment manuals and policies, (v) the most recent annual reports, periodic financial statements and other annual accounting of assets for each Company Employee Plan that is funded other than by the general assets of the Company or any of its Subsidiaries, and (vi) all documents setting forth material correspondence to or from any governmental agency relating to any Company Employee Plan within the terms past two (2) years. (c) To the Knowledge of the Company, each Seller Company Employee Plan has been established, maintained and administered in all material respects in accordance with all applicable Legal Requirements, each of the Company and its Subsidiaries has in all material respects met its obligations with respect to each Company Employee Plan and each Seller has timely made (or timely will make) all required contributions thereto. Neither the Company nor any Subsidiary has any liability, including under any Company Employee Plan or Employee Agreement, including all amendments thereto arising out of the treatment of any Employee/Service Provider as a consultant or independent contractor and all related trust documents; not as an employee. (iid) Section 5.15(d) of the three most recent annual reports Company Disclosure Letter sets forth each contract, agreement or arrangement that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code to which the Company or any of its Subsidiaries is a party and since December 31, 2004, each plan, program, arrangement or agreement there identified has been operated and maintained in accordance with a good faith, reasonable interpretation of Section 409A of the Code and its purpose, as determined under applicable guidance of the Department of Treasury and the IRS, with respect to amounts deferred (Form Series 5500 and all schedules and financial statements attached thereto)within the meaning of Section 409A of the Code) after December 31, if any2004. (e) There is no Legal Proceeding pending or, required under ERISA to the Knowledge of the Company, threatened or reasonably anticipated, with respect to any Company Employee Plan or the Code in connection with each Seller assets of any Company Employee Plan; (iii) if , other than claims for benefits in the Seller ordinary course that would not reasonably be expected to be material to the Company. To the Knowledge of the Company, no Company Employee Plan is or within the last three years has been the subject of, or has received notice that it is the subject of, a Legal Proceeding or a participant in a government sponsored amnesty, voluntary compliance or similar program. (f) Neither the Company, nor any member of the Company Controlled Group, currently has and at no time in the past has had an obligation to contribute to a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Seller Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Seller Employee Plan; (v) all material written Contracts relating to each Seller Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Seller Employee relating to any Seller Employee Plan and any proposed Seller Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Seller or any Seller Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Seller Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession Section 412 of the Seller Code, a “multiemployer plan” as defined in Section 3(37) of ERISA or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Employee Plan; (x) all discrimination tests required under the Code for each Seller Employee Plan intended to be qualified under Section 401(a414(f) of the Code for or a “multiple employer plan” within the three most recent plan years; and (ximeaning of Section 210(a) the most recent IRS determination of ERISA or opinion letter issued with respect to each Seller Employee Plan intended to be qualified under Section 401(a413(c) of the Code. (cg) The Seller and each Section 5.15(g) of the Seller Affiliates have performed Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of (i) all material obligations employment agreements (oral or written) with employees or consultants of the Company or any of its Subsidiaries, other than customary offer letters and other similar employment agreements entered into in the ordinary course of business consistent with past practices; and (ii) all operative severance agreements, programs and policies of the Company or any of its Subsidiaries with or relating to its officers. (h) As of the date of this Agreement, all contributions required to be performed by them under each Seller made with respect to any Company Employee Plan and on or prior to the date of this Agreement have been or will be timely made or are reflected on Company Balance Sheet as Liabilities. (i) The negotiation or consummation of the Offer, the Merger or any other transactions contemplated by this Agreement will not (i) entitle any current or former employee, director, consultant or officer of the Company or any of its Subsidiaries to severance pay, or any other payment from Company or any of its Subsidiaries, or pursuant to any Company Employee Plan, (ii) accelerate the time of distribution, payment or vesting, a lapse of repurchase rights or increase the amount of compensation or benefits due any current or former employee, director, consultant or officer of the Company or any of its Subsidiaries pursuant to any Company Employee Plan, (iii) result in material default the forgiveness of indebtedness with respect to any current or material violation offormer employee, and neither director, consultant or officer of the Seller nor Company or any of its Subsidiaries, (iv) trigger an obligation to fund benefits under any Company Employee Plan or (v) except as set forth in Section 5.15(i)(v) of the Company Disclosure Letter, result in payments under any of the Members have knowledge of any material default Company Employee Plans or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan intended to Agreements that would not be qualified deductible under Section 401(a162(m) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under Section 280G of the Code. . (j) No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Employee Plan. There are no claims or Proceedings pending, or, to the best of the knowledge of the Seller and the Members threatened or reasonably anticipated (other than routine claims for benefits), against any Seller Company Employee Plan or against the assets of any Seller Employee Plan. Each Seller Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated Agreement provides post-termination or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Seller or any Seller Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the best of the knowledge of the Seller and the Members threatened, by the IRS, DOL, or any other Governmental Body with respect to any Seller Employee Plan. Neither the Seller nor any Seller Affiliate has ever incurred any penalty or tax with respect to any Seller Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller and each Seller Affiliates have made all contributions and other payments required by and due under the terms of each Seller Employee Plan. (d) Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Seller Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock of the Seller or any Seller Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligations. (e) No Seller Employee Plan provides (except at no cost to the Seller or any Seller Affiliate), or reflects or represents any liability of the Seller or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller or any Seller Affiliatestatute, and neither the Seller Company nor any Seller Affiliate of its Subsidiaries has ever represented, promised or contracted (whether in oral or written form) to any Seller Employee Employee/Service Provider (either individually or to Seller Employees Employees/Service Providers as a group) or any other Person that such Seller Employee(sEmployee(s)/Service Provider(s) or other person Person would be provided with post-termination or retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirementsstatute. (fk) Except as set forth in Part 2.19(f) of the Seller Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Employee. (g) Except as set forth in Part 2.19(g) of the Seller Disclosure Schedule, the Seller The Company and each of the Seller Affiliates: its Subsidiaries (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have has withheld and reported all amounts required by applicable Legal Requirements law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; employees, (iiiii) are is not liable for any arrears of wages or any taxes Taxes or any penalty for failure to comply with the Legal Requirements applicable any of the foregoing; , and (iviii) are is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body Entity, with respect to unemployment compensation benefits, social insurance, social security or other benefits or obligations for Seller Employees employees (other than routine payments to be made in the normal ordinary course of business and consistent with past practicepractices), except in each case, for any failure to withhold, report or pay which would not have or would not reasonably be expected to have a Company Material Adverse Effect. (l) To the Knowledge of the Company, (i) there are no current labor union organizing activities with respect to any employees of the Company and/or any of its Subsidiaries, (ii) no labor union, labor organization, trade union, works council or group of employees of the Company and/or any of its Subsidiaries has made a pending written demand for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, and (iv) there are no labor strikes or lockouts, or to the Knowledge of the Company threats thereof, against or affecting the Company or any of its Subsidiaries. (m) Schedule 5.15(m) of the Company Disclosure Letter lists all foreign employee collective bargaining agreements and European foreign works’ councils applicable to the Company or any of its Subsidiaries. The negotiation or consummation of the Offer, the Merger and any other transactions contemplated by this Agreement will not entitle any third party (including any labor union or labor organization) to any payments under any collective bargaining agreement or any labor agreement or require the Company or any of its Subsidiaries to consult with any foreign works’ council or similar labor relations body. (n) Each International Employee Plan has been established, maintained and administered in compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. No International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or are not fully accrued. Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there are no pending or, to the best of the knowledge of the Seller and the Members, threatened or reasonably anticipated claims or Proceedings against the Seller or any Seller Affiliate under any worker's compensation policy or long-term disability policy. (h) To the best of the knowledge of the Seller and the Membersrequired by law, no Seller Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body condition exists that would interfere with prevent the Company or Parent from terminating or amending any International Employee Plan at any time for any reason. Each International Employee Plan (i) if intended to qualify for special tax treatment, meets all requirements for such Person's efforts treatment and (ii) if required to promote the interests of the Seller or that would interfere be registered, has been registered with the business of the Seller or any Seller Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Seller or any Seller Affiliate as presently conducted nor any activity of such shareholder or Seller Employees appropriate authorities and has been maintained in connection good standing with the carrying on of the business of the Seller or any Seller Affiliate as presently conducted will, to the best of the knowledge of the Seller and the Members, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such shareholders or Seller Employees is now boundappropriate regulatory authorities.

Employee Benefit Plans and Compensation. (a) Part 2.19(aSection 3.11(a) of the Seller Disclosure Schedule contains an a complete and accurate and complete list as of the date hereof of each Seller Company Employee Plan Plan, each Employee Agreement under each Company Employee Plan, and each Seller Employee Agreement. The Seller does not intend Neither the Company nor any ERISA Affiliate has it committed made any plan or commitment to establish or enter into any new Seller Company Employee Plan or Seller Employee Agreement, or to modify any Seller Company Employee Plan or Seller Employee Agreement (except to the extent required by law or to conform any such Seller Company Employee Plan or Seller Employee Agreement to the requirements of any applicable Legal Requirementslaw, in each case as previously disclosed to the Purchaser Parent in writing writing, or as required by this Agreement), or to adopt or enter into any Company Employee Plan or Employee Agreement. Section 3.11(a) of the Disclosure Schedule sets forth a table setting forth the name and compensation of each Company Employee. (b) The Seller Company has delivered provided to the Purchaser: Parent (i) correct and complete copies of all documents setting forth the terms of embodying each Seller Company Employee Plan and each Seller Employee AgreementAgreement including, including without limitation, all amendments thereto and all related trust documents; , administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Company Employee Plan; , (iii) if the Seller Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISAfunded, the most recent annual and periodic accounting of Seller Company Employee Plan assets; , (iv) the most recent summary plan description together with the summaries summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Seller Company Employee Plan; , (v) all communications material written Contracts relating to each Seller Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Seller Company Employee or Company Employees relating to any Seller Company Employee Plan and any proposed Seller Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that which would result in any material liability to the Seller or any Seller Affiliate; Company, (viivi) all correspondence to or from any Governmental Body governmental agency relating to any Seller Company Employee Plan; , (viiivii) all standard COBRA forms and related notices; , (viii) the most recent annual actual valuations, if any, prepared for each Company Employee Plan, (ix) all insurance policies in the possession of the Seller or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries discrimination tests for each Seller Company Employee Plan; Plan for the three (3) most recent plan years, and (x) all discrimination tests IRS determination, opinion, notification and advisory letters with respect to each Company Employee Plan, if any. (c) The Company and its ERISA Affiliates have performed in all material respects all obligations required to be performed by them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code for each Seller Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Employee Plan trust intended to be qualified qualify under Section 401(a501(a) of the Code. (c) The Seller and Code has obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS. For each of the Seller Affiliates have performed all material obligations required to be performed by them under each Seller Company Employee Plan and are not in material default or material violation of, and neither the Seller nor any of the Members have knowledge of any material default or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan that is intended to be qualified under Section 401(a) of the Code there has obtained a favorable determination letter (been no event, condition or opinion letter, if applicable) as circumstance that has adversely affected or is likely to its adversely affect such qualified status under the Codestatus. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Company Employee Plan. There are no actions, suits or claims or Proceedings pending, or, to the best Knowledge of the knowledge of the Seller and the Members Company, threatened or reasonably anticipated (other than routine claims for benefits), ) against any Seller Company Employee Plan or against the assets of any Seller Company Employee Plan. Each Seller Company Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the PurchaserParent, the Seller Company or any Seller Affiliate of its ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or Proceedings proceedings pending or, to the best Knowledge of the knowledge of the Seller and the Members threatenedCompany or any ERISA Affiliates, threatened by the IRS, DOL, IRS or any other Governmental Body Authority with respect to any Seller Company Employee Plan. Neither the Seller Company nor any Seller Affiliate has ever incurred is subject to any penalty or tax with respect to any Seller Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller Company and each Seller Affiliates ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Seller Company Employee Plan. (d) Neither the Seller Company nor any Seller ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: to, any (i) Seller Pension Plan which is subject to Title IV of ERISA; ERISA or Section 412 of the Code, (ii) "multiemployer Multiemployer Plan, (iii) plan described in Section 413 of the Code, or (iv) a “funded welfare plan" ” within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock 419 of the Seller or any Seller Affiliate is or was held as a plan assetCode. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign No Company Employee Plan funded provides health benefits that are not fully insured through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or an insurance obligations to be less than such benefit obligationscontract. (e) No Seller Company Employee Plan provides (except at no cost to the Seller or any Seller Affiliate)Employee Agreement provides, or reflects or represents any liability of the Seller or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to statute, and the Seller or any Seller Affiliate, neither the Seller nor any Seller Affiliate Company has ever never represented, promised or contracted (whether in oral or written form) to any Seller Company Employee (either individually or to Seller Company Employees as a group) or any other Person that such Seller Company Employee(s) or other person Person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirementsstatute. (f) Except as set forth The Company and each Affiliate has, prior to the Effective Time, complied in Part 2.19(f) all materials respects with the health care continuation requirements of COBRA, FMLA, HIPAA, the Seller Disclosure ScheduleWomen’s Health and Cancer Rights Act of 1998, the Newborns’ and Mothers’ Health Protection Act of 1996, and except as expressly required or provided by this Agreement, neither the any similar provisions of state law applicable to Company Employees. (g) The execution of this Agreement nor and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Company Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Company Employee. (gh) Except No payment or benefit which has been, will or may be made by the Company or its Affiliates with respect to any Company Employee or any other “disqualified individual” (as set forth defined in Part 2.19(gSection 280G of the Code and the regulations thereunder) will be characterized as a “parachute payment,” within the meaning of Section 280G(b)(2) of the Seller Disclosure Schedule, the Seller and each of the Seller AffiliatesCode. (i) The Company: (i) are, and at is in compliance in all times have been, in substantial compliance material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have has withheld and reported all amounts required by applicable Legal Requirements law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; (iii) are is not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable any of the foregoing; and (iv) are is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) There are no pending, reasonably anticipated, or to the Knowledge of the Seller Disclosure Schedule, there are no pending or, to the best of the knowledge of the Seller and the MembersCompany, threatened or reasonably anticipated claims or Proceedings actions against the Seller or any Seller Affiliate Company under any worker's ’s compensation policy or long-term disability policy. The Company does not have any direct or indirect liability with respect to any misclassification of any Person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no liability to the Company. (hj) To No work stoppage or labor strike against the best of the knowledge of the Seller and the Members, no Seller Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Seller or that would interfere with the business of the Seller Company or any Seller Affiliate. Neither the execution nor the delivery of this AgreementAffiliate is pending, nor the carrying on of the business of the Seller or any Seller Affiliate as presently conducted nor any activity of such shareholder or Seller Employees in connection with the carrying on of the business of the Seller or any Seller Affiliate as presently conducted willreasonably anticipated or, to the best Knowledge of the knowledge Company, threatened. The Company does not know of any activities or proceedings of any labor union to organize any Company Employees. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the Seller and Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Company Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. The Company has not engaged in any unfair labor practices within the Members, conflict with, result in a breach meaning of the termsNational Labor Relations Act. The Company is not presently, conditions or provisions ofnor has it been in the past, a party to, or constitute a default underbound by, any Contract collective bargaining agreement or union contract with respect to Company Employees and no collective bargaining agreement is being negotiated with respect to Company Employees. The Company has not incurred any material liability or material obligation under the Work Adjustment and Retraining Notification Act or any similar state or local law which any of such shareholders or Seller Employees is now boundremains unsatisfied.

Employee Benefit Plans and Compensation. (a) Part Schedule 2.19(a) of the Seller Disclosure Schedule contains an accurate and complete list as of the date hereof of each Seller Company Employee Plan and each Seller Company Employee Agreement. The Seller Company does not intend nor has it committed to establish or enter into any new Seller Company Employee Plan or Seller Company Employee Agreement, or to modify any Seller Company Employee Plan or Seller Company Employee Agreement (except to conform any such Seller Company Employee Plan or Seller Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser in writing or as required by this Agreement). (b) The Seller Company has delivered to the Purchaser: (i) correct and complete copies of all documents setting forth the terms of each Seller Company Employee Plan and each Seller Company Employee Agreement, including all amendments thereto and all related trust documents, if any; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Company Employee Plan; (iii) if the Seller Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Seller Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Seller Company Employee Plan; (v) all material written Contracts relating to each Seller Company Employee Plan, including administrative service agreements and group insurance contracts, if any; (vi) all written materials provided to any Seller Company Employee relating to any Seller Company Employee Plan and any proposed Seller Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Seller Company or any Seller Company Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Seller Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of the Seller Company or any Seller Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Company Employee Plan; (x) all discrimination tests required under the Code for each Seller Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Company Employee Plan intended to be qualified under Section 401(a) of the Code, if any. (c) The Seller and each Each of the Seller Company and Company Affiliates have performed all material obligations required to be performed by them under each Seller Company Employee Plan and are not in material default or material violation of, and neither the Seller Company nor any of the Members Selling Stockholders have knowledge Knowledge of any material default or material violation by any other party to, the terms of any Seller Company Employee Plan, and each Seller Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Seller Company Employee Plan. There are no claims or Proceedings pending, or, to the best Knowledge of the knowledge of the Seller Company and the Members Selling Stockholders, threatened or reasonably anticipated (other than routine claims for benefits), against any Seller Company Employee Plan or against the assets of any Seller Company Employee Plan. Each Seller Company Employee Plan (other than any Seller Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Seller Company or any Seller Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the best Knowledge of the knowledge of the Seller Company and the Members threatenedSelling Stockholders, threatened by the IRS, DOL, or any other Governmental Body with respect to any Seller Company Employee Plan. Neither the Seller Company nor any Seller Company Affiliate has ever incurred any penalty or tax with respect to any Seller Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller Each of the Company and each Seller Company Affiliates have made all contributions and other payments required by and due under the terms of each Seller Company Employee Plan. (d) Neither the Seller Company nor any Seller Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Seller Company Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. Neither the Seller Company nor any Seller Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Company Pension Plan in which stock of the Seller Company or any Seller Company Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligations. (e) No Seller Company Employee Plan provides (except at no cost to the Seller Company or any Seller Company Affiliate), or reflects or represents any liability of the Seller Company or any Seller Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller Company or any Seller Company Affiliate, neither the Seller Company nor any Seller Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Seller Company Employee (either individually or to Seller Company Employees as a group) or any other Person that such Seller Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (f) Except as set forth in Part Schedule 2.19(f) of the Seller Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Company Employee Plan, Seller Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Company Employee. (g) Except as set forth in Part Schedule 2.19(g) of the Seller Disclosure Schedule, the Seller and each of the Seller Company and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Seller Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there There are no pending or, to the best Knowledge of the knowledge of the Seller Company and the MembersSelling Stockholders, threatened or reasonably anticipated claims or Proceedings against the Seller Company or any Seller Company Affiliate under any worker's compensation policy or long-term disability policy. (h) To the best Knowledge of the knowledge of the Seller Company and the MembersSelling Stockholders, no Seller shareholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Seller Company or that would interfere with the business of the Seller Company or any Seller Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Seller Company or any Seller Company Affiliate as presently conducted nor any activity of such shareholder or Seller Company Employees in connection with the carrying on of the business of the Seller Company or any Seller Company Affiliate as presently conducted will, to the best Knowledge of the knowledge of the Seller Company and the MembersSelling Stockholders, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such shareholders or Seller Company Employees is now bound.

Employee Benefit Plans and Compensation. (a) Part 2.19(aSection 3.11(a) of the Seller Disclosure Schedule contains an a complete and accurate and complete list as of the date hereof of each Seller Company Employee Plan and each Seller Employee Agreement. The Seller does not intend Neither the Company nor any ERISA Affiliate has it committed made any plan or commitment to establish or enter into any new Seller Company Employee Plan or Seller Employee Agreement, or to modify any Seller Company Employee Plan or Seller Employee Agreement (except to the extent required by law or to conform any such Seller Company Employee Plan or Seller Employee Agreement to the requirements of any applicable Legal Requirementslaw, in each case as previously disclosed to the Purchaser Parent in writing writing, or as required by this Agreement), or to adopt or enter into any Company Employee Plan or Employee Agreement. Section 3.11(a) of the Disclosure Schedule sets forth a table setting forth the name, compensation and annual bonus of each Company Employee. (b) The Seller Company has delivered provided to the Purchaser: Parent (i) correct and complete copies of all documents setting forth the terms of embodying each Seller Company Employee Plan and each Seller Employee AgreementAgreement including, including without limitation, all amendments thereto and all related trust documents; documents administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Company Employee Plan; , (iii) if the Seller Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISAfunded, the most recent annual and periodic accounting of Seller Company Employee Plan assets; , (iv) the most recent summary plan description together with the summaries summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Seller Company Employee Plan; , (v) all communications material written Contracts relating to each Seller Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Seller Company Employee or Company Employees relating to any Seller Company Employee Plan and any proposed Seller Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that which would result in any material liability to the Seller or any Seller Affiliate; Company, (viivi) all correspondence to or from any Governmental Body governmental agency relating to any Seller Company Employee Plan; , (viiivii) all standard COBRA forms and related notices; , (viii) the most recent annual actual valuations, if any, prepared for each Company Employee Plan, (ix) all insurance policies in the possession of the Seller or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries discrimination tests for each Seller Company Employee Plan; Plan for the three (3) most recent plan years (if applicable), and (x) all discrimination tests IRS determination, opinion, notification and advisory letters with respect to each Company Employee Plan, if any. (c) The Company and its ERISA Affiliates have performed all obligations required to be performed by them under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all respects in accordance with its terms and in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code for each Seller Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Employee Plan trust intended to be qualified qualify under Section 401(a501(a) of the Code. (c) The Seller and Code has obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS. For each of the Seller Affiliates have performed all material obligations required to be performed by them under each Seller Company Employee Plan and are not in material default or material violation of, and neither the Seller nor any of the Members have knowledge of any material default or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan that is intended to be qualified under Section 401(a) of the Code there has obtained a favorable determination letter (been no event, condition or opinion letter, if applicable) as circumstance that has adversely affected or is likely to its adversely affect such qualified status under the Codestatus. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISAERISA (and the regulations issued thereunder), has occurred with respect to any Seller Company Employee Plan. There are no actions, suits or claims or Proceedings pending, or, to the best Knowledge of the knowledge of the Seller and the Members Company, threatened or reasonably anticipated (other than routine claims for benefits), ) against any Seller Company Employee Plan or against the assets of any Seller Company Employee Plan. Each Seller Company Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to the PurchaserParent, the Seller Company or any Seller Affiliate of its ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or Proceedings proceedings pending or, to the best Knowledge of the knowledge of the Seller and the Members threatenedCompany or any ERISA Affiliates, threatened by the IRS, IRS or DOL, or any other Governmental Body Authority with respect to any Seller Company Employee Plan. Neither the Seller Company nor any Seller Affiliate has ever incurred is subject to any penalty or tax with respect to any Seller Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller Company and each Seller Affiliates ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Seller Company Employee Plan. (d) Neither the Seller Company nor any Seller ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: to, any (i) Seller Pension Plan which is subject to Title IV of ERISA; ERISA or Section 412 of the Code, (ii) "multiemployer Multiemployer Plan, (iii) plan described in Section 413 of the Code, or (iv) a “funded welfare plan" ” within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Seller Pension Plan in which stock 419 of the Seller or any Seller Affiliate is or was held as a plan assetCode. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign No Company Employee Plan funded provides health benefits that are not fully insured through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or an insurance obligations to be less than such benefit obligationscontract. (e) No Seller Company Employee Plan provides (except at no cost to the Seller or any Seller Affiliate)Employee Arrangement provides, or reflects or represents any liability of the Seller or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to statute, and the Seller or any Seller Affiliate, neither the Seller nor any Seller Affiliate Company has ever never represented, promised or contracted (whether in oral or written form) to any Seller Company Employee (either individually or to Seller Company Employees as a group) or any other Person that such Seller Company Employee(s) or other person Person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirementsstatute. (f) Except as set forth The Company and each Affiliate has, prior to the Effective Time, complied in Part 2.19(f) all materials respects with the health care continuation requirements of COBRA, FMLA, HIPAA, the Seller Disclosure ScheduleWomen’s Health and Cancer Rights Act of 1998, the Newborns’ and Mothers’ Health Protection Act of 1996, and except as expressly required or provided by this Agreement, neither the any similar provisions of state law applicable to Company Employees. (g) The execution of this Agreement nor and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Company Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Company Employee. (gh) Except No payment or benefit which has been, will or may be made by the Company or its Affiliates with respect to any Company Employee or any other “disqualified individual” (as set forth defined in Part 2.19(gSection 280G of the Code and the regulations thereunder) will be characterized as a “parachute payment,” within the meaning of Section 280G(b)(2) of the Seller Disclosure Schedule, the Seller and each Code. No amounts are or will be included in income for any current or former employee by operation of the Seller AffiliatesCode Section 409A. (i) The Company: (i) are, and at is in compliance in all times have been, in substantial compliance material respects with all applicable Legal Requirements foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have has withheld and reported all amounts required by applicable Legal Requirements law or by Contract agreement to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; (iii) are is not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable any of the foregoing; and (iv) are is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) There are no pending, reasonably anticipated, or to the Knowledge of the Seller Disclosure Schedule, there are no pending or, to the best of the knowledge of the Seller and the MembersCompany, threatened or reasonably anticipated claims or Proceedings actions against the Seller or any Seller Affiliate Company under any worker's ’s compensation policy or long-term disability policy. Neither the Company nor any Affiliate has direct or indirect liability with respect to any misclassification of any Person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer. The services provided by each of the Company’s and its Affiliates’ Company Employees is terminable at the will of the Company and its Affiliates and any such termination would result in no liability to the Company or any Affiliate. (hj) To No work stoppage or labor strike against the best Company or any Affiliate is pending, reasonably anticipated or, to the Knowledge of the knowledge Company, threatened. The Company does not know of any activities or proceedings of any labor union to organize any Company Employees. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the Seller and the MembersCompany, no Seller Employee is obligated under any Contract threatened or subject reasonably anticipated relating to any judgmentlabor, decreesafety or discrimination matters involving any Company Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. The Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company is not presently, nor has it been in the past, a party to, or order of bound by, any court collective bargaining agreement or other Governmental Body that would interfere union contract with such Person's efforts respect to promote the interests of the Seller or that would interfere Company Employees and no collective bargaining agreement is being negotiated with the business of the Seller or any Seller Affiliaterespect to Company Employees. Neither the execution Company nor any of its Subsidiaries have incurred any material liability or material obligation under the delivery of this Agreement, nor the carrying on of the business of the Seller Work Adjustment and Retraining Notification Act or any Seller Affiliate as presently conducted similar state or local law which remains unsatisfied. (k) Neither the Company nor any activity of such shareholder Affiliate currently or Seller Employees in connection with has ever had the carrying on of the business of the Seller obligation to maintain, establish, sponsor, participate in, be bound by or contribute to any Seller Affiliate as presently conducted will, to the best of the knowledge of the Seller and the Members, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such shareholders or Seller Employees is now boundCompany International Employee Plan.

Employee Benefit Plans and Compensation. (a) Part 2.19(a2.18(a) of the Seller Disclosure Schedule contains an accurate a true and complete list as of the date hereof of each Seller Target Employee Plan and each Seller Target Employee Agreement. The Seller does not intend Except as set forth in Part 2.18(a) of the Disclosure Schedule, neither Target nor any of its Subsidiaries has established any Target Employee Plan or Target Employee Agreement, and neither Target nor any of its Subsidiaries intends nor has it committed to establish or enter into any new Seller Target Employee Plan or Seller Target Employee Agreement, or to modify any Seller Employee Plan or Seller Employee Agreement (except to conform any such Seller Employee Plan or Seller Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser in writing or as required by this Agreement). (b) The Seller Target has delivered the following documents to the PurchaserParent with respect to each Target Employee Plan and each Target Employee Agreement: (i) correct and complete copies of all documents setting forth the terms of each Seller embodying such Target Employee Plan and each Seller or Target Employee Agreement, including (without limitation) all amendments thereto thereto, and all related trust documents; , (ii) a written description of any Target Employee Plan or Target Employee Agreement that is not set forth in a written document, (iii) the most recent summary plan description together with the summary or summaries of material modifications thereto, if any, (iv) the three most recent annual actuarial valuations, if any, (v) all IRS or Department of Labor determination, opinion, notification and advisory letters, (vi) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Employee Plan; (iii) if the Seller Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Seller Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Seller Employee Plan; (v) all material written Contracts relating to each Seller Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Seller Employee relating to any Seller Employee Plan and any proposed Seller Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Seller or any Seller Affiliate; (vii) all material correspondence to or from any Governmental Body relating to any Seller Employee Plan; Authority received in the last three years, (viii) all COBRA forms discrimination tests for the most recent three plan years, and related notices; (ix) all material written agreements and contracts currently in effect, including (without limitation) administrative service agreements, group annuity contracts, and group insurance policies contracts. (c) Each Target Employee Plan and each Target Employee Agreement has been maintained and administered in all material respects in compliance with its terms and with the possession requirements prescribed by any and all Legal Requirements, including (without limitation) ERISA and the Code, which are applicable to such Target Employee Plan or Target Employee Agreement. All contributions, reserves or premium payments required to be made or accrued as of the Seller date hereof to the Target Employee Plans have been timely made or any Seller Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Employee Plan; (x) all discrimination tests required under the Code for each Seller accrued. Each Target Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Seller Employee Plan trust intended to be qualified qualify under Section 401(a) of the Code. (c) The Seller and each of the Seller Affiliates have performed all material obligations required to be performed by them under each Seller Employee Plan and are not in material default or material violation of, and neither the Seller nor any of the Members have knowledge of any material default or material violation by any other party to, the terms of any Seller Employee Plan, and each Seller Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Seller Employee Plan intended to be qualified under Section 401(a501(a) of the Code has obtained a currently effective favorable determination letter (or notification, advisory and/or opinion letter, if as applicable) , as to its qualified status under (or the Code. No "prohibited transaction," within the meaning of Section 4975 qualified status of the master or prototype form on which it is established) from the IRS covering the amendments to the Code or Sections 406 effected by the Tax Reform Act of 1986 and 407 of ERISAall subsequent legislation for which the IRS will currently issue such a letter, and not otherwise exempt under Section 408 of ERISA, nothing has occurred with respect to any Seller Employee Plan. There are no claims or Proceedings pending, or, to since the best date of the knowledge of the Seller and the Members threatened or reasonably anticipated (other than routine claims for benefits), against any Seller such letter covering such Target Employee Plan or against the assets of any Seller Employee Plan. Each Seller Employee Plan (other than any Seller Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Seller or any Seller Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the best of the knowledge of the Seller and the Members threatened, by the IRS, DOL, or any other Governmental Body with respect to any Seller Employee Plan. Neither the Seller nor any Seller Affiliate has ever incurred any penalty or tax with respect to any Seller Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Seller and each Seller Affiliates have made all contributions and other payments required by and due under the terms of each Seller Employee Planthat would adversely affect such favorable determination. (d) Neither No plan currently or ever in the Seller nor any Seller Affiliate has ever past maintained, established, sponsored, participated in, or contributed to any: (i) Seller Pension Plan subject or required to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. Neither the Seller nor any Seller Affiliate has ever maintained, established, sponsored, participated in or be contributed to, any Seller Pension Plan in which stock of the Seller to by Target or any Seller Affiliate of its current or former ERISA Affiliates is or was held as a plan asset. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligations. (e) No Seller Employee Plan provides (except at no cost to the Seller or any Seller Affiliate), or reflects or represents any liability of the Seller or any Seller Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to the Seller or any Seller Affiliate, neither the Seller nor any Seller Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Seller Employee (either individually or to Seller Employees as a group) or any other Person that such Seller Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (f) Except as set forth in Part 2.19(f) of the Seller Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Seller Employee Plan, Seller Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Seller Employee. (g) Except as set forth in Part 2.19(g) of the Seller Disclosure Schedule, the Seller and each of the Seller Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Seller Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Seller Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Seller Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as disclosed in Part 2.19(g) of the Seller Disclosure Schedule, there are no pending or, to the best of the knowledge of the Seller and the Members, threatened or reasonably anticipated claims or Proceedings against the Seller or any Seller Affiliate under any worker's compensation policy or long-term disability policy. (h) To the best of the knowledge of the Seller and the Members, no Seller Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Seller or that would interfere with the business of the Seller or any Seller Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Seller or any Seller Affiliate as presently conducted nor any activity of such shareholder or Seller Employees in connection with the carrying on of the business of the Seller or any Seller Affiliate as presently conducted will, to the best of the knowledge of the Seller and the Members, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such shareholders or Seller Employees is now bound.