Common use of Employee Benefit Plans and Compensation Clause in Contracts

Employee Benefit Plans and Compensation. (a) Part 4.16(a) of the Company Disclosure Schedule contains a true, accurate and complete list of each (i) Company Employee Plan and (ii) each Company Employee Agreement (other than Company Employee Agreements that are terminable by the Company without notice or Liability or with the provision of no less notice or severance as may be required by applicable Legal Requirements) (collectively, the “Benefit Plans”). Neither the Company nor any of its Subsidiaries intends nor has it committed to establish or enter into any new Benefit Plan (whether legally binding or not), other than the renewal of Benefit Plans in the Ordinary Course of Business pursuant to the terms thereof. (b) The Company has delivered the following documents to Buyer with respect to each Benefit Plan, in each case, if applicable: (i) correct and complete copies of all documents embodying such Benefit Plan (other than Company Employee Agreements which follow the form of agreement provided to Buyer, except as such form may have been changed to comply with the Legal Requirements of another jurisdiction), including all amendments thereto, and all related trust documents, insurance contracts or other funding vehicles; (ii) correct and complete copies of all templates and standard forms used by the Company as the basis for any Company Employee Agreement and accurate details of any material deviations of such templates or standard forms applicable to any current Company Employee, but the Company shall not be required to deliver copies of the contract of employment, offer letter or statement of terms of employment for any UK Company Employees; (iii) a written description of any material Benefit Plan that is not set forth in a written document; (iv) the most recent summary plan description or other plan summary and the most recent summary or summaries of material modifications thereto, if any; (v) the three most recent annual actuarial valuations, if any; (vi) all IRS, HMRC, Department of Labor or other Governmental Authority determination, opinion, notification, advisory letters or other qualification or similar letters, agreements or notices; (vii) the three (3) most recent annual reports and all schedules and financial statements attached thereto; (viii) all material correspondence to or from any Governmental Authority received in the last three (3) years; (viii) all discrimination tests for the most recent three (3) plan years; and (ix) all material written agreements (save as stated above) and contracts currently in effect, including administrative service agreements, group annuity contracts, and group insurance contracts. (c) Each Benefit Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all Legal Requirements, including ERISA and the Code, to the extent applicable to such Benefit Plan. All contributions, reserves or premium payments required to be made or accrued as of the Execution Date to the applicable Benefit Plan have been timely made or accrued. With respect to each Benefit Plan: (i) all employer and employee contributions to each Benefit Plan required by applicable Legal Requirements or by the terms of such Benefit Plan have been made, or, if applicable, accrued, in accordance with generally accepted accounting principles in the applicable jurisdiction applied to such matters; (ii) the fair market value of the assets of each funded Benefit Plan, the liability of each insurer for any Benefit Plan funded through insurance or the book reserve established for any Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Execution Date, with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Benefit Plan, and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations in any material respect; (iii) there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company relating to, or change in employee participation or coverage under, any Benefit Plan that would materially increase the expense of maintaining such Benefit Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof; (iv) from and after the Closing, Buyer shall receive the full benefit of any such funds, accruals or reserves under the Benefit Plans; and (v) each Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (d) Each Benefit Plan maintained within the United States primarily for the benefit of Company Employees working within the United States (each, a “U.S. Benefit Plan”) intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has (i) obtained a favorable determination notification, advisory and/or opinion letter, as applicable, as to its qualified status (or the qualified status of the master or prototype form on which it is established) from the IRS, and nothing has occurred since the date of such letter covering such Benefit Plan that would reasonably be expected to adversely affect such favorable determination or (ii) timely filed, or caused to be timely filed, an application for a determination letter for the most recently completed qualification cycle applicable to such U.S. Benefit Plan and there are no existing circumstances that could reasonably be expected to adversely affect the qualified status of such plan. Neither the Company nor any of its Affiliates has engaged in a “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA that is not otherwise exempt under Section 408 of ERISA, with respect to any U.S. Benefit Plan. (e) Neither the Company nor any of its ERISA Affiliates maintains, sponsors or contributes to or is required to contribute to, or has in the past six (6) years maintained, sponsored, contributed to or been required to contribute to (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a plan subject to Title IV of ERISA, (iii) a plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA or (iv) a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. The term “ERISA Affiliate” means any Person that, together with the Company, would be deemed a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

Employee Benefit Plans and Compensation. (a) Part 4.16(a) of the Company Disclosure Schedule contains a trueThe Seller has never maintained, accurate and complete list of each established, sponsored, participated in, or contributed to any: (i) Company Employee Seller Pension Plan and subject to Title IV of ERISA; or (ii) each Company “multiemployer plan” within the meaning of Section (3)(37) of ERISA. (b) No Seller Employee Agreement Plan provides (except at no cost to the Seller), or reflects or represents any liability of the Seller to provide, retiree life insurance, retiree health benefits or other than Company Employee Agreements that are terminable by the Company without notice or Liability or with the provision of no less notice or severance retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements) (collectively. Other than commitments made that involve no future costs to the Seller, the “Benefit Plans”). Neither the Company nor any of its Subsidiaries intends nor Seller has it committed to establish never represented, promised or enter into any new Benefit Plan contracted (whether legally binding in oral or not)written form) to any Business Employee (either individually or to Business Employees as a group) or any other Person that such Business Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other than the renewal of Benefit Plans in the Ordinary Course of Business pursuant retiree employee welfare benefits, except to the terms thereofextent required by applicable Legal Requirements. (bc) The Company has delivered Except as set forth in Part 2.17(c) of the following documents 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, trust or loan that will or would reasonably be expected to Buyer 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 each Benefit Planany Business Employee. (d) Except as set forth in Part 2.17(d) of the Disclosure Schedule, the Seller: (i) is, and at all times 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, if applicable: (i) correct and complete copies of all documents embodying such Benefit Plan (other than Company Employee Agreements which follow with respect to the form of agreement provided to Buyer, except as such form may have been changed to comply with the Legal Requirements of another jurisdiction)Business Employees, including all amendments theretothe health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and all related trust documents, insurance contracts or other funding vehiclesany similar provisions of state law; (ii) correct has withheld and complete copies of reported all templates and standard forms used by the Company as the basis for any Company Employee Agreement and accurate details of any material deviations of such templates or standard forms applicable to any current Company Employee, but the Company shall not be required to deliver copies of the contract of employment, offer letter or statement of terms of employment for any UK Company Employees; (iii) a written description of any material Benefit Plan that is not set forth in a written document; (iv) the most recent summary plan description or other plan summary and the most recent summary or summaries of material modifications thereto, if any; (v) the three most recent annual actuarial valuations, if any; (vi) all IRS, HMRC, Department of Labor or other Governmental Authority determination, opinion, notification, advisory letters or other qualification or similar letters, agreements or notices; (vii) the three (3) most recent annual reports and all schedules and financial statements attached thereto; (viii) all material correspondence to or from any Governmental Authority received in the last three (3) years; (viii) all discrimination tests for the most recent three (3) plan years; and (ix) all material written agreements (save as stated above) and contracts currently in effect, including administrative service agreements, group annuity contracts, and group insurance contracts. (c) Each Benefit Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all Legal Requirements, including ERISA and the Code, to the extent applicable to such Benefit Plan. All contributions, reserves or premium payments required to be made or accrued as of the Execution Date to the applicable Benefit Plan have been timely made or accrued. With respect to each Benefit Plan: (i) all employer and employee contributions to each Benefit Plan amounts required by applicable Legal Requirements or by the terms of such Benefit Plan have been made, or, if applicable, accrued, in accordance with generally accepted accounting principles in the applicable jurisdiction applied Contract to such matters; (ii) the fair market value of the assets of each funded Benefit Plan, the liability of each insurer for any Benefit Plan funded through insurance or the book reserve established for any Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Execution Date, be withheld and reported with respect to all current wages, salaries and former participants in such plan according other payments to the actuarial assumptions and valuations most recently used to determine employer contributions to such Benefit Plan, and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations in any material respectBusiness Employees; (iii) there has been no amendment to, written interpretation is not liable for any arrears of wages or announcement (whether any taxes or not written) by any penalty for failure to comply with the Company relating to, or change in employee participation or coverage under, any Benefit Plan that would materially increase Legal Requirements applicable of the expense of maintaining such Benefit Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereofforegoing; and (iv) from and after the Closing, Buyer shall receive the full benefit is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any such funds, accruals or reserves under the Benefit Plans; and (v) each Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (d) Each Benefit Plan maintained within the United States primarily for the benefit of Company Employees working within the United States (each, a “U.S. Benefit Plan”) intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has (i) obtained a favorable determination notification, advisory and/or opinion letter, as applicable, as to its qualified status (or the qualified status of the master or prototype form on which it is established) from the IRS, and nothing has occurred since the date of such letter covering such Benefit Plan that would reasonably be expected to adversely affect such favorable determination or (ii) timely filed, or caused to be timely filed, an application for a determination letter for the most recently completed qualification cycle applicable to such U.S. Benefit Plan and there are no existing circumstances that could reasonably be expected to adversely affect the qualified status of such plan. Neither the Company nor any of its Affiliates has engaged in a “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA that is not otherwise exempt under Section 408 of ERISA, Governmental Body with respect to any U.S. Benefit Planunemployment compensation benefits, social security or other benefits or obligations for Business Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (e) To the knowledge of the Seller, no Business 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 the Business. Neither the Company execution nor the delivery of this Agreement, nor the carrying on of the Business as presently conducted will, to the knowledge of the Seller, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of its ERISA Affiliates maintains, sponsors or contributes to or such Business Employees is required to contribute to, or has in the past six (6) years maintained, sponsored, contributed to or been required to contribute to (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a plan subject to Title IV of ERISA, (iii) a plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA or (iv) a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. The term “ERISA Affiliate” means any Person that, together with the Company, would be deemed a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Codenow bound.

Employee Benefit Plans and Compensation. (a) Part 4.16(aExcept as set forth in Section 2.21(a) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any written employment or consulting agreement or any verbal employment or consulting agreement which may not be terminated on three (3) months notice or which provides for a payment in excess of the amount required by Law on a change of control of Company or severance of employment. (b) Except as set forth in Section 2.21(b) of the Disclosure Schedule contains a trueSchedule, accurate the Company does not have any Company Employee Plans and complete list has made no promises, contracts or other commitments with respect to increased benefits under such Company Employee Plans. (c) Except as set forth in Section 2.21(c) of the Disclosure Schedule, the Company and each of its Subsidiaries is in substantial compliance with all applicable material Laws respecting employment, employment practices, terms and conditions of employment, worker classification, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, bonuses, benefits, severance pay or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no actions, suits, claims, audits, investigations, or administrative matters pending, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any employee agreement or Company Employee Plan and (ii) each Company Employee Agreement (other than routine claims for benefits). There are no pending or threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, or any Company Employee Agreements that are terminable by the Company without notice trustee under any worker’s compensation policy or Liability or with the provision of no less notice or severance as may be required by applicable Legal Requirements) (collectively, the “Benefit Plans”)long-term disability policy. Neither the Company nor any of its Subsidiaries intends nor has it committed is party to establish a conciliation agreement, consent decree, or enter into other Contract or order with any new Benefit Plan (whether legally binding or not), other than the renewal of Benefit Plans in the Ordinary Course of Business pursuant to the terms thereof. (b) The Company has delivered the following documents to Buyer Governmental Entity with respect to employment practices. The services provided by each Benefit Plan, in of the Company’s and each case, if applicable: of its Subsidiaries’ Employees is terminable at the will of the Company (except with respect to (i) correct and complete copies of all documents embodying such Benefit Plan (other than Company Employee Agreements which follow the form of agreement provided to Buyer, except as such form may have been changed to comply with the Legal Requirements of another jurisdiction), including all amendments thereto, and all related trust documents, insurance contracts or other funding vehiclesany Canadian Employees whose employment is terminable on reasonable notice; (ii) correct and complete copies of all templates and standard forms used by on terms disclosed in the Company as the basis for any Company Employee Agreement and accurate details of any material deviations of such templates Disclosure Documents; or standard forms applicable to any current Company Employee, but the Company shall not be required to deliver copies of the contract of employment, offer letter or statement of terms of employment for any UK Company Employees; (iii) a written description of any material Benefit Plan that is not set forth in a written document; (iv) the most recent summary plan description or other plan summary and the most recent summary or summaries of material modifications thereto, if any; (v) the three most recent annual actuarial valuations, if any; (vi) all IRS, HMRC, Department of Labor or other Governmental Authority determination, opinion, notification, advisory letters or other qualification or similar letters, agreements or notices; (vii) the three (3) most recent annual reports and all schedules and financial statements attached thereto; (viii) all material correspondence to or from any Governmental Authority received as otherwise required by Laws applicable in the last three (3) years; (viii) all discrimination tests for the most recent three (3) plan years; and (ix) all material written agreements (save as stated above) and contracts currently jurisdiction in effect, including administrative service agreements, group annuity contracts, and group insurance contracts. (c) Each Benefit Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all Legal Requirements, including ERISA and the Code, to the extent applicable to such Benefit Plan. All contributions, reserves or premium payments required to be made or accrued as of the Execution Date to which the applicable Benefit Plan have been timely made or accrued. With respect to each Benefit Plan: (i) all employer and employee contributions to each Benefit Plan required by applicable Legal Requirements or by the terms of such Benefit Plan have been made, or, if applicable, accrued, in accordance with generally accepted accounting principles in the applicable jurisdiction applied to such matters; (ii) the fair market value of the assets of each funded Benefit Plan, the liability of each insurer for any Benefit Plan funded through insurance or the book reserve established for any Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Execution Date, with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Benefit Plan, and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations in any material respect; (iii) there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company relating to, or change in employee participation or coverage under, any Benefit Plan that would materially increase the expense of maintaining such Benefit Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof; (iv) from and after the Closing, Buyer shall receive the full benefit of any such funds, accruals or reserves under the Benefit Plans; and (v) each Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authoritiesEmployee resides). (d) Each Benefit Plan maintained within the United States primarily for the benefit of Company Employees working within the United States (each, a “U.S. Benefit Plan”) intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has (i) obtained a favorable determination notification, advisory and/or opinion letter, as applicable, as to its qualified status (or the qualified status of the master or prototype form on which it is established) from the IRS, and nothing has occurred since the date of such letter covering such Benefit Plan that would reasonably be expected to adversely affect such favorable determination or (ii) timely filed, or caused to be timely filed, an application for a determination letter for the most recently completed qualification cycle applicable to such U.S. Benefit Plan and there are no existing circumstances that could reasonably be expected to adversely affect the qualified status of such plan. Neither the Company nor any of its Affiliates has engaged in a “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA that is not otherwise exempt under Section 408 of ERISA, with respect to any U.S. Benefit Plan. (e) Neither the Company nor any of its ERISA Affiliates maintains, sponsors or contributes to or is required to contribute to, or has in the past six (6) years maintained, sponsored, contributed to or been required to contribute to (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a plan subject to Title IV of ERISA, (iii) a plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA or (iv) a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. The term “ERISA Affiliate” means any Person that, together with the Company, would be deemed a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

Employee Benefit Plans and Compensation. (a) Part 4.16(aSection 4.17(a) of the Company Disclosure Schedule of Exceptions contains a true, an accurate and complete list as of the date hereof of each (i) Company Business Employee Plan and (ii) each Company Employee Agreement (other than Company Employee Agreements that are terminable by the Company without notice or Liability or with the provision of no less notice or severance as may be required by applicable Legal Requirements) (collectively, the “Benefit Plans”)Agreement. Neither the Company Seller nor any of its Subsidiaries ERISA Affiliate intends nor or has it committed to establish or enter into any new Benefit Business Employee Plan or Employee Agreement, or to modify any Business Employee Plan or Employee Agreement (whether legally binding except to conform any such Business Employee Plan or not), other than the renewal of Benefit Plans in the Ordinary Course of Business pursuant Employee Agreement to the terms thereofrequirements of any applicable Legal Requirements, in each case as previously disclosed to the Purchaser in writing or as required by this Agreement). (b) The Company Seller has delivered the following documents to Buyer with respect to each Benefit Plan, in each case, if applicable: (i) Purchaser correct and complete copies of all documents embodying such Benefit Plan (other than Company each Employee Agreements which follow the form of agreement provided to Buyer, except as such form may have been changed to comply with the Legal Requirements of another jurisdiction)Agreement, including all amendments thereto, and all related trust documents, insurance contracts or other funding vehicles; (ii) correct and complete copies of all templates and standard forms used by the Company as the basis for any Company Employee Agreement and accurate details of any material deviations of such templates or standard forms applicable to any current Company Employee, but the Company shall not be required to deliver copies of the contract of employment, offer letter or statement of terms of employment for any UK Company Employees; (iii) a written description of any material Benefit Plan that is not set forth in a written document; (iv) the most recent summary plan description or other plan summary and the most recent summary or summaries of material modifications thereto, if any; (v) the three most recent annual actuarial valuations, if any; (vi) all IRS, HMRC, Department of Labor or other Governmental Authority determination, opinion, notification, advisory letters or other qualification or similar letters, agreements or notices; (vii) the three (3) most recent annual reports and all schedules and financial statements attached thereto; (viii) all material correspondence to or from any Governmental Authority received in the last three (3) years; (viii) all discrimination tests for the most recent three (3) plan years; and (ix) all material written agreements (save as stated above) and contracts currently in effect, including administrative service agreements, group annuity contracts, and group insurance contracts. (c) Each Benefit Seller and each ERISA Affiliate has performed all material obligations required to be performed by it under each Business Employee Plan and is not in material default or violation of, and to Knowledge of Seller, there has been no default or violation by any other party to, the terms of any Business Employee Plan, and each Business Employee Plan has been established and maintained and administered substantially in all material respects in compliance accordance with its terms and in substantial compliance with the requirements prescribed by any and all applicable Legal Requirements, including ERISA and the Code. (d) Neither Seller nor any ERISA Affiliate has ever maintained, established, sponsored, participated in or contributed to the extent applicable to such Benefit Plan. All contributions, reserves or premium payments required to be made or accrued as of the Execution Date to the applicable Benefit Plan have been timely made or accrued. With respect to each Benefit Planany: (i) “defined benefit plan” within the meaning of Section 414 of the Code; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) any Business Employee Plan that is not subject to United States law or that is for the benefit of persons whose services to Seller are performed primarily outside of the United States. (e) No Business Employee Plan provides (except at no cost to Seller or the Purchaser), or reflects or represents any liability of Seller 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 Seller, Seller has never represented, promised or contracted (whether in oral or written form) to any Business Employee (either individually or to Business Employees as a group), any former Business Employee or any other Person that such Business 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) Seller: (i) is, and at all employer times since January 1, 2004 has been, in material compliance in all respects with all applicable Legal Requirements respecting employment, employment practices, terms and employee contributions conditions of employment and wages and hours, in each case, with respect to each Benefit Plan Business Employees and former Business Employees, including the health care continuation requirements of COBRA, the requirements of the United States Family Medical Leave Act, the requirements of the Health Insurance Portability and Accountability Act of 1996 and any similar provisions of state or foreign law; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by the terms of such Benefit Plan have been made, or, if applicable, accrued, in accordance with generally accepted accounting principles in the applicable jurisdiction applied Contract to such matters; (ii) the fair market value of the assets of each funded Benefit Plan, the liability of each insurer for any Benefit Plan funded through insurance or the book reserve established for any Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Execution Date, be withheld and reported with respect to all current wages, salaries and other payments to Business Employees and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Benefit Plan, and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations in any material respectBusiness Employees; (iii) there has been no amendment to, written interpretation is not liable for any arrears of wages or announcement (whether any taxes or not written) by any penalty for failure to comply with the Company relating to, or change in employee participation or coverage under, any Benefit Plan that would materially increase Legal Requirements applicable of the expense of maintaining such Benefit Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereofforegoing; and (iv) from and after the Closing, Buyer shall receive the full benefit is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any such fundsGovernmental Authority with respect to unemployment compensation benefits, accruals social security or reserves under the Benefit Plans; and other benefits or obligations for Business Employees or former Business Employees (v) each Benefit Plan required other than routine payments to be registered has been registered made in the normal course of business and has been maintained in good standing consistent with applicable regulatory authorities. (d) Each Benefit Plan maintained within past practice). With respect to the United States primarily for the benefit of Company Business Employees working within the United States (eachor former Business Employees, a “U.S. Benefit Plan”) intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has (i) obtained a favorable determination notification, advisory and/or opinion letter, as applicable, as to its qualified status (or the qualified status of the master or prototype form on which it is established) from the IRS, and nothing has occurred since the date of such letter covering such Benefit Plan that would reasonably be expected to adversely affect such favorable determination or (ii) timely filed, or caused to be timely filed, an application for a determination letter for the most recently completed qualification cycle applicable to such U.S. Benefit Plan and there are no existing circumstances that could reasonably be expected to adversely affect the qualified status of such plan. Neither the Company nor any of its Affiliates has engaged in a “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA that is not otherwise exempt under Section 408 of ERISApending or, with respect to any U.S. Benefit Plan. (e) Neither the Company nor any of its ERISA Affiliates maintains, sponsors or contributes to or is required to contribute to, or has in the past six (6) years maintained, sponsored, contributed to or been required to contribute to (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a plan subject to Title IV of ERISA, (iii) a plan subject to the minimum funding standards Knowledge of Section 412 of the Code Seller, threatened or Section 302 of ERISA reasonably anticipated claims or (iv) a plan maintained in connection with Proceedings against Seller under any trust described in Section 501(c)(9) of the Code. The worker’s compensation policy or long-term “ERISA Affiliate” means any Person that, together with the Company, would be deemed a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Codedisability policy.

Employee Benefit Plans and Compensation. (a) Part 4.16(aSchedule. Schedule 4.19(b) of the Company Purchaser Disclosure Schedule contains a true, an accurate and complete list of each (i) Company each Employee Plan of the Purchaser and each Employee's salary as of September __, 2002, and (ii) each Company Purchaser Employee Plan and each Employee Agreement. The Purchaser does not have any plan or commitment, whether legally binding or not, to establish any new Purchaser Employee Plan or Employee Agreement, to modify any Purchaser Employee Plan or Employee Agreement (except to the extent required by law or to conform any such Purchaser Employee Plan or Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to Purchaser in writing, or as required by this Agreement), or to enter into any Purchaser Employee Plan or Employee Agreement, nor does it have any intention or commitment to do any of the foregoing. (b) Maintenance Purchaser does not maintain any Employee Plan. The Purchaser does not now, nor has it ever, maintained, established, sponsored, participated in, or contributed to, any Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. At no time has the Purchaser contributed to or been requested to contribute to any Multiemployer Plan. (c) No Post-Employment Obligations. No Purchaser Employee Plan provides, or has any liability to provide, life insurance, medical or other than Company employee benefits to any Employee Agreements that are terminable by the Company without notice upon his or Liability her retirement or with the provision termination of no less notice or severance employment for any reason, except as may be required by applicable Legal Requirements) (collectivelystatute, and the “Benefit Plans”). Neither the Company nor any of its Subsidiaries intends nor Purchaser has it committed to establish never represented, promised or enter into any new Benefit Plan contracted (whether legally binding in oral or not)written form) to any Employee (either individually or to Employees as a group) that such Employee(s) would be provided with life insurance, other than the renewal of Benefit Plans in the Ordinary Course of Business pursuant to the terms thereof. (b) The Company has delivered the following documents to Buyer with respect to each Benefit Plan, in each case, if applicable: (i) correct and complete copies of all documents embodying such Benefit Plan (other than Company Employee Agreements which follow the form of agreement provided to Buyer, except as such form may have been changed to comply with the Legal Requirements of another jurisdiction), including all amendments thereto, and all related trust documents, insurance contracts medical or other funding vehicles; (ii) correct and complete copies of all templates and standard forms used by the Company as the basis for any Company Employee Agreement and accurate details of any material deviations of such templates employee welfare benefits upon their retirement or standard forms applicable to any current Company Employee, but the Company shall not be required to deliver copies of the contract termination of employment, offer letter or statement of terms of employment for any UK Company Employees; (iii) a written description of any material Benefit Plan that is not set forth in a written document; (iv) the most recent summary plan description or other plan summary and the most recent summary or summaries of material modifications thereto, if any; (v) the three most recent annual actuarial valuations, if any; (vi) all IRS, HMRC, Department of Labor or other Governmental Authority determination, opinion, notification, advisory letters or other qualification or similar letters, agreements or notices; (vii) the three (3) most recent annual reports and all schedules and financial statements attached thereto; (viii) all material correspondence to or from any Governmental Authority received in the last three (3) years; (viii) all discrimination tests for the most recent three (3) plan years; and (ix) all material written agreements (save as stated above) and contracts currently in effect, including administrative service agreements, group annuity contracts, and group insurance contracts. (c) Each Benefit Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all Legal Requirements, including ERISA and the Code, except to the extent applicable to such Benefit Plan. All contributions, reserves or premium payments required to be made or accrued as of the Execution Date to the applicable Benefit Plan have been timely made or accrued. With respect to each Benefit Plan: (i) all employer and employee contributions to each Benefit Plan required by applicable Legal Requirements or by the terms of such Benefit Plan have been made, or, if applicable, accrued, in accordance with generally accepted accounting principles in the applicable jurisdiction applied to such matters; (ii) the fair market value of the assets of each funded Benefit Plan, the liability of each insurer for any Benefit Plan funded through insurance or the book reserve established for any Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Execution Date, with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Benefit Plan, and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations in any material respect; (iii) there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company relating to, or change in employee participation or coverage under, any Benefit Plan that would materially increase the expense of maintaining such Benefit Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof; (iv) from and after the Closing, Buyer shall receive the full benefit of any such funds, accruals or reserves under the Benefit Plans; and (v) each Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authoritiesstatute. (d) Each Benefit Plan maintained within the United States primarily for the benefit of Company Employees working within the United States (each, a “U.S. Benefit Plan”) intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has (i) obtained a favorable determination notification, advisory and/or opinion letter, as applicable, as to its qualified status (or the qualified status of the master or prototype form on which it is established) from the IRS, and nothing has occurred since the date of such letter covering such Benefit Plan that would reasonably be expected to adversely affect such favorable determination or (ii) timely filed, or caused to be timely filed, an application for a determination letter for the most recently completed qualification cycle applicable to such U.S. Benefit Plan and there are no existing circumstances that could reasonably be expected to adversely affect the qualified status of such plan. Neither the Company nor any of its Affiliates has engaged in a “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA that is not otherwise exempt under Section 408 of ERISA, with respect to any U.S. Benefit Plan. (e) Neither the Company nor any of its ERISA Affiliates maintains, sponsors or contributes to or is required to contribute to, or has in the past six (6) years maintained, sponsored, contributed to or been required to contribute to (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a plan subject to Title IV of ERISA, (iii) a plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA or (iv) a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. The term “ERISA Affiliate” means any Person that, together with the Company, would be deemed a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.