Common use of Employee Benefit Plans and Compensation Clause in Contracts

Employee Benefit Plans and Compensation. (a) Section 2.22(a) of the Company Disclosure Letter contains a complete and accurate list of all Employee Benefit Plans maintained, or contributed to, by the Company, or any ERISA Affiliate. Complete and accurate copies of (i) all such Employee Benefit Plans which have been reduced to writing, (ii) written summaries of all such unwritten Employee Benefit Plans, (iii) all related trust agreements, insurance contracts and summary plan descriptions and (iv) all annual reports filed on IRS Form 5500, 5500C or 5500R for the last three plan years (or such shorter period with respect to which the Company or any ERISA Affiliate has an obligation file Form 5500) for each Employee Benefit Plan, have been delivered or made available to the Target. Each Employee Benefit Plan has been administered in all material respects in accordance with its terms and each of the Company, and the ERISA Affiliates has met its obligations in all material respects with respect to such Employee Benefit Plan and has made all required contributions thereto within the time frames as prescribed by ERISA and the Code. The Company and all Employee Benefit Plans are in material compliance with the currently applicable provisions of ERISA and the Code and the regulations thereunder. (b) To the Company’s knowledge, there are no investigations by any Governmental Entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans and proceedings with respect to qualified domestic relations orders), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability. (c) All the Employee Benefit Plans that are intended to be qualified under Section 401(a) of the Code have received determination letters from the Internal Revenue Service to the effect that such Employee Benefit Plans are qualified and the plans and the trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, or the remedial amendment period for requesting such determination has not yet expired, no such determination letter has been revoked and revocation has not been threatened, and no such Employee Benefit Plan has been amended since the date of its most recent determination letter or application therefor in any respect, and no act or omission has occurred, that would adversely affect its qualification. (d) Neither the Company nor any ERISA Affiliate has ever maintained an Employee Benefit Plan subject to Section 412 of the Code or Title IV of ERISA. (e) At no time has the Company or any ERISA Affiliate been obligated to contribute to any “multi-employer plan” (as defined in Section 4001(a)(3) of ERISA). (f) There are no unfunded obligations under any Employee Benefit Plan providing benefits after termination of employment to any employee of the Company (or to any beneficiary of any such employee), including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code and insurance conversion privileges under federal or state law. (g) No act or omission has occurred and no condition exists with respect to any Employee Benefit Plan maintained by the Company or any ERISA Affiliate that would subject the Company or any ERISA Affiliate to any material fine, penalty, tax or liability of any kind imposed under ERISA or the Code. (h) No Employee Benefit Plan is funded by, associated with, or related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code. (i) No Employee Benefit Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Company from amending or terminating any such Employee Benefit Plan. (j) Section 2.22(j) of the Company Disclosure Letter discloses each: (i) agreement with any director, executive officer or other key employee of the Company (A) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving the Company of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such director, executive officer or key employee; (ii) agreement, plan or arrangement under which any person may receive payments from the Company that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person’s “parachute payment” under Section 280G of the Code; and (iii) agreement or plan binding the Company, including, without limitation, any option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan, or any Employee Benefit Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

Employee Benefit Plans and Compensation. (a) Section 2.22(a3.14(a) of the Company Disclosure Letter Schedule contains a true and complete and accurate list of all Employee Benefit Plans maintained, or contributed to, by the Company, or any ERISA Affiliate. Complete and accurate copies of (i) all such Employee Benefit Plans which have been reduced to writing, (ii) written summaries of all such unwritten Employee Benefit Plans, (iii) all related trust agreements, insurance contracts and summary plan descriptions and (iv) all annual reports filed on IRS Form 5500, 5500C or 5500R for the last three plan years (or such shorter period with respect to which the Company or any ERISA Affiliate has an obligation file Form 5500) for each Employee Benefit Plan, have been delivered or made available to the Target. Each Employee Benefit Plan has been administered in all material respects in accordance with its terms and each of the Company, and the ERISA Affiliates has met its obligations in all material respects with respect to such Employee Benefit Plan and has made all required contributions thereto within the time frames as prescribed by ERISA and the Code. The Company and all Employee Benefit Plans are in material compliance with the currently applicable provisions of ERISA and the Code and the regulations thereunder. (b) To the Company’s knowledge, there are no investigations by any Governmental Entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans and proceedings with respect to qualified domestic relations orders), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability. (c) All the Employee Benefit Plans that are intended to be qualified under Section 401(a) of the Code have received determination letters from the Internal Revenue Service to the effect that such Employee Benefit Plans are qualified and the plans and the trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, or the remedial amendment period for requesting such determination has not yet expired, no such determination letter has been revoked and revocation has not been threatened, and no such Employee Benefit Plan has been amended since the date of its most recent determination letter or application therefor in any respect, and no act or omission has occurred, that would adversely affect its qualification. (d) Neither the Company nor any ERISA Affiliate has ever maintained an Employee Benefit Plan subject to Section 412 of the Code or Title IV of ERISA. (e) At no time has the Company or any ERISA Affiliate been obligated to contribute to any “multi-employer "employee pension benefit plan” " (as defined in Section 4001(a)(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), "employee welfare benefit plan" (as defined in Section 3(1) of ERISA). (f) There are no unfunded obligations under , and any Employee Benefit Plan plan, agreement or program providing benefits after termination of employment to any employee of the Company (or to any beneficiary of any such employee)for pensions, including but not limited to retiree health coverage and retirement income, deferred compensation, but excluding continuation profit-sharing, bonuses, stock options, stock appreciation or other forms of health coverage required to be continued under Section 4980B incentive compensation that (i) is entered into, maintained or contributed to, as the case may be, by Servicesoft or any of its Subsidiaries and (ii) covers any employee or former employee of Servicesoft or any of its Subsidiaries (collectively "BENEFIT ARRANGEMENTS"). Each Benefit Arrangement (and each related trust insurance contract or fund) has been maintained and administered in material compliance with its terms and with the requirements prescribed by ERISA, the Code and insurance conversion privileges under federal or state law. all other statutes, laws, ordinances and regulations which are applicable thereto. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (g) No act or omission has occurred and no condition exists "COBRA"), have been met with respect to each Benefit Arrangement which is a group health plan under Section 5000(b)(1) of the Code. All required reports and descriptions (including Form 5500 Annual Reports, summary annual reports, PBGC-l's and summary plan descriptions) have been timely filed and distributed appropriately with respect to each such Benefit Arrangement. No Benefit Arrangement has unfunded liabilities that, as of the Closing, will not be offset by insurance or fully accrued or reserved against in the Servicesoft Financial Statements. Except to the extent required under COBRA, neither Servicesoft nor any Employee Benefit Plan maintained by the Company of its Subsidiaries maintains, contributes to, or has any ERISA Affiliate that would subject the Company liability or any ERISA Affiliate obligation to contribute to any material finefunded or unfunded medical, penaltyhealth or life insurance plan or similar arrangement for present or future retirees, tax their spouses or liability dependents or present or future terminated employees, their spouses or dependents. No Benefit Arrangement has applied for or received a waiver of any kind the minimum funding standards imposed under ERISA or by Section 412 of the Code. (h) No Employee , and no Benefit Plan is funded by, associated with, or related to a “voluntary employee’s beneficiary association” Arrangement has an "accumulated funding deficiency" within the meaning of Section 501(c)(9412(a) of the Code. (i) No Employee Benefit Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Company from amending or terminating any such Employee Benefit Plan. (j) Section 2.22(j) Code as of the Company Disclosure Letter discloses each: (i) agreement with any director, executive officer or other key employee of the Company (A) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving the Company of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such director, executive officer or key employee; (ii) agreement, most recent plan or arrangement under which any person may receive payments from the Company that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person’s “parachute payment” under Section 280G of the Code; and (iii) agreement or plan binding the Company, including, without limitation, any option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan, or any Employee Benefit Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.year. Each Benefit

Employee Benefit Plans and Compensation. (a) Section 2.22(aPart 2.20(a) of the Company Disclosure Letter Schedule contains a an accurate and complete and accurate list of each Company Employee Plan and each Company Employee Agreement. (b) The Seller has made available to the Purchaser: (i) correct and complete copies of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto; (ii) the most recent summary plan description; (iii) any summaries of material modifications thereto with respect to each Company Employee Benefit Plans maintained, Plan; (iv) all related trust documents and funding agreements; (v) a written description of the material terms of any Company Employee Plan or contributed to, Company Employee Agreement that is not set forth in a written document; (vi) the most recent determination or opinion letter issued by the Company, Internal Revenue Service; and (vii) the most recent annual report (Form 5500 series and all schedules and financial statements attached thereto). (c) With respect to each Company Employee Plan established or maintained outside of the U.S. primarily for the benefit of employees of any ERISA Affiliate. Complete and accurate copies of the Acquired Companies residing outside of the U.S. (a “ Foreign Corporation Benefit Plan”): (i) all employer and employee contributions to each Foreign Corporation Benefit Plan required by Legal Requirements or by the terms of such Employee Foreign Corporation Benefit Plans which Plan have been reduced to writingmade, or, if applicable, accrued, in accordance with normal accounting practices; (ii) written summaries the fair market value of the assets of each funded Foreign Corporation Benefit Plan, the Liability of each insurer for any Foreign Corporation Benefit Plan funded through insurance or the book reserve established for any Foreign Corporation Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such unwritten Employee plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Corporation Benefit Plans, Plan; and (iii) all related trust agreements, insurance contracts and summary plan descriptions and (iv) all annual reports filed on IRS Form 5500, 5500C or 5500R for the last three plan years (or such shorter period with respect to which the Company or any ERISA Affiliate has an obligation file Form 5500) for each Employee Benefit Plan, have been delivered or made available to the Target. Each Employee Foreign Corporation Benefit Plan has been administered operated in compliance with applicable Legal Requirements and the terms of such Foreign Corporation Benefit Plan. (d) Each Company Employee Plan and Company Employee Agreement has been established and maintained, in all material respects respects, in accordance with its terms and each of the Companyin compliance with, and the ERISA Affiliates has met its obligations in all material respects with respect to such Employee Benefit Plan and has made respects, all required contributions thereto within the time frames as prescribed by applicable Legal Requirements, including ERISA and the Code. The Company and all Employee Benefit Plans are in material compliance with the currently applicable provisions of ERISA and the Code and the regulations thereunder. (b) To the Company’s knowledgeAll contributions, there are no investigations by any Governmental Entity, termination proceedings reserves or other claims (except claims for benefits payable in the normal operation premium payments required to be made or accrued as of the Employee Benefit Plans and proceedings date hereof with respect to qualified domestic relations orders), suits each Company Employee Plan and each Company Employee Agreement have been timely paid or proceedings against or involving any accrued by the Acquired Companies. Each Company Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability. (c) All the Employee Benefit Plans that are is intended to be qualified under Section 401(a) of the Code have (a “Qualified Benefit Plan”) has received a favorable determination letters letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Employee Qualified Benefit Plans are Plan is so qualified and that the plans plan and the trusts trust related thereto are exempt from federal income taxes Taxes under Sections 401(a) and 501(a), respectively, of the Code, or and nothing has occurred that could be reasonably likely to cause the remedial amendment period for requesting such determination has not yet expired, no revocation of such determination letter has been revoked and revocation has not been threatened, and no such Employee Benefit Plan has been amended since from the date of its most recent determination letter or application therefor in any respect, and no act or omission has occurred, that would adversely affect its qualification. (d) Neither the Company nor any ERISA Affiliate has ever maintained an Employee Benefit Plan subject to Section 412 of the Code or Title IV of ERISA. (e) At no time has the Company or any ERISA Affiliate been obligated to contribute to any “multi-employer plan” (as defined in Section 4001(a)(3) of ERISA). (f) There are no unfunded obligations under any Employee Benefit Plan providing benefits after termination of employment to any employee of the Company (or to any beneficiary of any such employee), including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code and insurance conversion privileges under federal or state law. (g) No act or omission has occurred and no condition exists with respect to any Employee Benefit Plan maintained by the Company or any ERISA Affiliate that would subject the Company or any ERISA Affiliate to any material fine, penalty, tax or liability of any kind imposed under ERISA Internal Revenue Service or the Code. (h) unavailability of reliance on such opinion letter from the Internal Revenue Service, as applicable. No Employee Benefit Plan is funded by, associated with, or related to a “voluntary employee’s beneficiary associationprohibited transaction,” within the meaning of Section 501(c)(9) 4975 of the Code. Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to, and the Acquired Companies do not expect to have any material liability with respect to, any Company Employee Plan. There are no claims or Proceedings pending, or, to the Seller’s Knowledge, threatened or reasonably anticipated (i) No other than routine claims for benefits), against any Company Employee Benefit Plan, plan documentation Plan or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits against the assets of any Company from amending or terminating any such Employee Benefit Plan. (je) Section 2.22(j) None of the Acquired Companies nor any Company Disclosure Letter discloses each: Affiliate (i) agreement with any directorhas, executive officer within the past six (6) years, maintained, sponsored, participated in, or other key employee of the Company contributed to any: (A) the benefits Company Pension Plan subject to Title IV of which are contingent, ERISA or the terms of which are altered, upon the occurrence of a transaction involving the Company of the nature of any of the transactions contemplated by this Agreement, (B) providing “multiemployer plan” within the meaning of Section (3)(37) of ERISA or (ii) has or would reasonably be expected to have any term liability under Title IV of employment ERISA arising in connection with the termination of any plan covered or compensation guaranteepreviously covered by Title IV of ERISA, or any liability under Sections 412, 430, 431 or 432 of the Code. None of the Acquired Companies nor any Company Affiliate maintains, sponsors, participates in or contributes to, any Company Pension Plan in which stock of the Acquired Companies or any Company Affiliate is or was held as a plan asset. (Cf) providing severance No Company Employee Plan provides, or reflects or represents any Liability of the Acquired Companies or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits after the termination of employment of such directorto any Person for any reason, executive officer or key employee; (ii) agreement, plan or arrangement under which any person may receive payments from the Company that except as may be subject to the tax imposed required by Section 4999 of the Code COBRA or included in the determination of such person’s “parachute payment” under Section 280G of the Code; and (iii) agreement or plan binding the Company, including, without limitation, any option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan, or any Employee Benefit Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementanalogous state law.

Employee Benefit Plans and Compensation. (a) Section 2.22(aPart 2.19(a) of the Company Disclosure Letter Schedule contains a an accurate and complete list as of the date hereof of each Seller Employee Plan and accurate list of all each Seller Employee Benefit Plans maintainedAgreement. The Seller does not intend nor has it committed to establish or enter into any new Seller Employee Plan or Seller Employee Agreement, or contributed to, by the Company, to modify any Seller Employee Plan or Seller Employee Agreement (except to conform any ERISA Affiliate. Complete and accurate copies of (i) all such Seller Employee Benefit Plans which have been reduced to writing, (ii) written summaries of all such unwritten Plan or Seller Employee Benefit Plans, (iii) all related trust agreements, insurance contracts and summary plan descriptions and (iv) all annual reports filed on IRS Form 5500, 5500C or 5500R for the last three plan years (or such shorter period with respect to which the Company or any ERISA Affiliate has an obligation file Form 5500) for each Employee Benefit Plan, have been delivered or made available Agreement to the Target. Each Employee Benefit Plan has been administered requirements of any applicable Legal Requirements, in all material respects each case as previously disclosed to the Purchaser in accordance with its terms and each of the Company, and the ERISA Affiliates has met its obligations in all material respects with respect to such Employee Benefit Plan and has made all writing or as required contributions thereto within the time frames as prescribed by ERISA and the Code. The Company and all Employee Benefit Plans are in material compliance with the currently applicable provisions of ERISA and the Code and the regulations thereunderthis Agreement). (b) To The Seller has delivered to the Company’s knowledgePurchaser: (i) correct and complete copies of all documents setting forth the terms of each Seller Employee Plan and each Seller Employee Agreement, there are no investigations by any Governmental Entityincluding 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), termination proceedings if any, required under ERISA or other claims the Code in connection with each Seller Employee Plan; (except claims for benefits payable in iii) if the normal operation 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 Benefit Plans and proceedings 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 qualified domestic relations orders)each Seller Employee Plan; (v) all material written Contracts relating to each Seller Employee Plan, suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise including administrative service agreements and group insurance contracts; (vi) all written materials provided to any material liability. 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; (cvii) All 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 Benefit Plans that are 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 have received for the three most recent plan years; and (xi) the most recent IRS determination letters from the Internal Revenue Service or opinion letter issued with respect to the effect that such each Seller Employee Benefit Plans are Plan intended to be qualified and the plans and the trusts related thereto are exempt from federal income taxes under Sections Section 401(a) and 501(a), respectively, of the Code, . (c) The Seller and each of the Seller Affiliates have performed all obligations required to be performed by them under each Seller Employee Plan and are not in default or the remedial amendment period for requesting such determination has not yet expired, no such determination letter has been revoked and revocation has not been threatenedviolation of, and no such neither the Seller nor any of the Shareholders have Knowledge of any default or violation by any other party to, the terms of any Seller Employee Benefit Plan, and each Seller Employee Plan has been amended since established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the date Code. Any Seller Employee Plan intended to be qualified under Section 401(a) of its most recent the Code has obtained a favorable determination letter (or application therefor in any respectopinion 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 act claims or omission Proceedings pending, or, to the best of the Knowledge of each of the Seller and each Shareholder, 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 each of the Seller and each Shareholder, 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 occurred, that would adversely affect its qualificationever 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 Affiliate have made all contributions and other payments required by and due under the terms of each Seller Employee Plan. (d) Neither the Company Seller nor any ERISA Seller Affiliate has ever maintained an Employee Benefit maintained, established, sponsored, participated in, or contributed to any: (i) Seller Pension Plan subject to Section 412 of the Code or Title IV of ERISA. ; or (eii) At no time has the Company or any ERISA Affiliate been obligated to contribute to any “multi-employer multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). (f) There are no unfunded obligations under any Employee Benefit Plan providing benefits after termination of employment to any employee of the Company (or to any beneficiary of any such employee), including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code and insurance conversion privileges under federal or state law. (g) No act or omission has occurred and no condition exists with respect to any Employee Benefit Plan maintained by the Company or any ERISA Affiliate that would subject the Company or any ERISA Affiliate to any material fine, penalty, tax or liability of any kind imposed under ERISA or the Code. (h) No Employee Benefit Plan is funded by, associated with, or related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9(3)(37) of ERISA. Neither the CodeSeller 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. (ie) No Seller Employee Benefit PlanPlan provides (except at no cost to the Seller or any Seller Affiliate), plan documentation or agreementreflects or represents any liability of the Seller or any Seller Affiliate to provide, summary plan description 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 communication distributed generally form) to employees 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 its terms prohibits the Company from amending or terminating any such Employee Benefit Planapplicable Legal Requirements. (jf) Section 2.22(j) Except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the Company Disclosure Letter discloses eachtransactions 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) The Seller and each of the Seller Affiliates: (i) agreement are, and at all times have been, in substantial compliance with any directorall applicable Legal Requirements respecting employment, executive officer or other key employee of the Company (A) the benefits of which are contingentemployment practices, or the terms of which are altered, upon the occurrence of a transaction involving the Company of the nature of any of the transactions contemplated by this Agreement, (B) providing any term and conditions of employment or compensation guaranteeand wages and hours, or (C) providing severance benefits or other benefits after in each case, with respect to Seller Employees, including the termination health care continuation requirements of employment COBRA, the requirements of such directorFMLA, executive officer or key employeethe requirements of HIPAA and any similar provisions of state law; (ii) agreementhave withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, plan salaries and other payments to Seller Employees; (iii) are not liable for any arrears of wages or arrangement 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). There are no pending or, to the best of the Knowledge of the Seller and the Shareholders, 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 Shareholders, no shareholder 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 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 Shareholders, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any person may receive payments from the Company that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person’s “parachute payment” under Section 280G of the Code; and (iii) agreement shareholders or plan binding the Company, including, without limitation, any option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan, or any Employee Benefit Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementSeller Employees is now bound.

Employee Benefit Plans and Compensation. (a) Section 2.22(a) of the Company Mariposa Australia Disclosure Letter contains a complete and accurate list of all Employee Benefit Plans maintained, or contributed to, by the CompanyMariposa Australia, or any ERISA Affiliate. Complete and accurate copies of (i) all such Employee Benefit Plans which have been reduced to writing, (ii) written summaries of all such unwritten Employee Benefit Plans, (iii) all related trust agreements, insurance contracts and summary plan descriptions and (iv) all annual reports filed on IRS Form 5500, 5500C or 5500R for the last three plan years (or such shorter period with respect to which the Company Mariposa Australia or any ERISA Affiliate has an obligation file Form 5500) for each Employee Benefit Plan, have been delivered or made available to the Target. Each Employee Benefit Plan has been administered in all material respects in accordance with its terms and each of the CompanyMariposa Australia, and the ERISA Affiliates has met its obligations in all material respects with respect to such Employee Benefit Plan and has made all required contributions thereto within the time frames as prescribed by ERISA and the Code. The Company Mariposa Australia and all Employee Benefit Plans are in material compliance with the currently applicable provisions of ERISA and the Code and the regulations thereunder. (b) To the CompanyMariposa Australia’s knowledge, there are no investigations by any Governmental Entity, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Employee Benefit Plans and proceedings with respect to qualified domestic relations orders), suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material liability. (c) All the Employee Benefit Plans that are intended to be qualified under Section 401(a) of the Code have received determination letters from the Internal Revenue Service to the effect that such Employee Benefit Plans are qualified and the plans and the trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, or the remedial amendment period for requesting such determination has not yet expired, no such determination letter has been revoked and revocation has not been threatened, and no such Employee Benefit Plan has been amended since the date of its most recent determination letter or application therefor in any respect, and no act or omission has occurred, that would adversely affect its qualification. (d) Neither the Company Mariposa Australia nor any ERISA Affiliate has ever maintained an Employee Benefit Plan subject to Section 412 of the Code or Title IV of ERISA. (e) At no time has the Company Mariposa Australia or any ERISA Affiliate been obligated to contribute to any “multi-employer plan” (as defined in Section 4001(a)(3) of ERISA). (f) There are no unfunded obligations under any Employee Benefit Plan providing benefits after termination of employment to any employee of the Company Mariposa Australia (or to any beneficiary of any such employee), including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code and insurance conversion privileges under federal or state law. (g) No act or omission has occurred and no condition exists with respect to any Employee Benefit Plan maintained by the Company Mariposa Australia or any ERISA Affiliate that would subject the Company Mariposa Australia or any ERISA Affiliate to any material fine, penalty, tax or liability of any kind imposed under ERISA or the Code. (h) No Employee Benefit Plan is funded by, associated with, or related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code. (i) No Employee Benefit Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Company Mariposa Australia from amending or terminating any such Employee Benefit Plan. (j) Section 2.22(j) of the Company Mariposa Australia Disclosure Letter discloses each: (i) agreement with any director, executive officer or other key employee of the Company Mariposa Australia (A) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving the Company Mariposa Australia of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such director, executive officer or key employee; (ii) agreement, plan or arrangement under which any person may receive payments from the Company Mariposa Australia that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person’s “parachute payment” under Section 280G of the Code; and (iii) agreement or plan binding the CompanyMariposa Australia, including, without limitation, any option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan, or any Employee Benefit Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.