Common use of Employee Benefit Plans and Employee Matters Clause in Contracts

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a) of the Company Disclosure Letter lists, as of the Agreement Date, with respect to the Company and each Subsidiary (i) all material employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iii) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programs, or other material written incentive plans or programs (iv) all other material fringe or employee benefit plans, programs or arrangements, (v) any material employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits) compensation agreements, change in control agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations of the Company or any Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”).

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a2.13(a) of the Company Disclosure Letter lists, as of the Agreement Date, with respect to Parent and any trade or business (whether or not incorporated) which is treated as a single employer with Parent (an “ERISA Affiliate”) within the Company and each Subsidiary meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material “employee benefit plans (plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), in which the Company’s employees or consultants participate or which the Company’s employees or consultants benefit from, (ii) each loan to an employee of the Company, (iii) all material stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangementsarrangements in which the Company’s employees or consultants participate or which the Company’s employees or consultants benefit from, (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programsincentive plans, programs or other material written incentive plans arrangements in which the Company’s employees or programs consultants participate or benefit from, (ivv) all other material fringe or employee benefit plans, programs or arrangements, (v) any material employment or service agreements (except for offer letters providing for at-will employment arrangements that apply to the Company’s senior management and that do not provide for severance, acceleration generally apply to all employees of the Company and (vi) all employment or post-termination benefits) executive compensation agreements, change in control agreements or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of the Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former directoremployee, officer, consultant or non-employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations director of the Company or any such Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to the Company Employee Plans have been made available to Acquirer prior to the Agreement Date.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a2.13(a) of the Company Disclosure Letter lists, as of the Agreement Date, with respect to the Company, any of its Subsidiaries and any trade or business (whether or not incorporated) that is treated as a single employer with the Company and each Subsidiary (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each loan in excess of $1,000,000 to an employee, (iii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programsincentive plans, programs or other material written incentive plans or programs arrangements, (ivv) all other material fringe or employee benefit plans, programs or arrangements, arrangements that apply to senior management and that do not generally apply to all employees and (vvi) any material employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits) compensation agreements, change in control agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations of the Company or any Subsidiary of greater than $10,000 remain thereunder) and (vivii) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary ERISA Affiliate has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vivii), but defined without regard to the materiality qualifiers herein, collectively, the “Company Employee Plans”).

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a2.13(a) of the Company Disclosure Letter lists, as of the Agreement Date, with respect to the Company or its Subsidiaries and each Subsidiary any trade or business (whether or not incorporated) which is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material “employee benefit plans (plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each loan to an employee, (iii) other than the Company Option Plans, all material stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programs, or other material written incentive plans or programs (iv) all other material fringe or employee benefit plans, programs or arrangements, (v) any material employment all other fringe or service agreements (except for offer letters providing for at-will employment employee benefit plans, programs or arrangements that apply to senior management and that do not provide for severancegenerally apply to all employees, acceleration and (vi) all employment or post-termination benefits) executive compensation agreements, change in control agreements or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former directoremployee, officer, consultant or non-employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations director of the Company or any such Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to the Company Employee Plans have been made available to Acquirer or Acquirer’s counsel prior to the Agreement Date.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a2.12(a) of the Company Disclosure Letter lists, as of the Agreement Date, with respect to the Company and each Subsidiary (i) all material “employee benefit plans (plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iii) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programs, or other material written incentive plans (including cash incentive plans), programs or programs arrangements, (iv) all other material fringe or employee benefit plans, programs or arrangements, arrangements and (v) any all material employment or service agreements (except for offer letters providing for at-will employment that do not provide for severanceemployment, acceleration or post-termination benefits) compensation agreementsindividual consulting, retention, change in of control agreements or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, as to which any present or former director, officer, employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations of the Company or any Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any present or former employee, consultant or non-employee under which director of the Company Company, other than any such plan, program, or any Subsidiary has or may have material liability, contingent or otherwise other arrangement mandated and maintained by a Governmental Entity (all of the foregoing described in clauses (i) through (viv), collectively, the “Company Employee Plans”). Notwithstanding the foregoing, for purposes of the other representations in this Section 2.12, all references to Company Employee Plan shall include arrangements that would be listed in this Section 2.12(a) but for the “material” qualifiers in (ii), (iii), (iv), and (v), and shall include plans that are mandated by a Governmental Entity, but sponsored or contributed to by the Company or any Subsidiary thereof.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a2.13(a) of the Company Disclosure Letter (which schedule shall constitute a representation and warranty by Parent and the Company) lists, as of the Agreement Date, with respect to the Company and each Subsidiary any trade or business (whether or not incorporated) that is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material “employee benefit plans (plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”))) available to the Company employees, (ii) each loan to a Company employee, (iii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangementsarrangements available to Company employees, (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programsincentive plans, programs or other material written incentive plans or programs arrangements provided to Company employees, (ivv) all other material fringe or employee benefit plans, programs or arrangements, (v) any material employment or service agreements (except for offer letters providing for at-will employment arrangements that apply to senior management and that do not provide for severancegenerally apply to all Company employees, acceleration and (vi) all employment or post-termination benefits) executive compensation agreements, change in control agreements or severance agreements, written or otherwise, as to which unsatisfied obligations of Parent or the Company remain for the benefit of, or relating to, any present or former directoremployee, officer, consultant or non-employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations director of the Company or any Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”).

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a) of the The Company Disclosure Letter listshas provided to Parent a true, correct and complete copy as of the Agreement DateDate of each of, with respect to the Company, any Subsidiary and any trade or business (whether or not incorporated) which is treated as a single employer with the Company and each Subsidiary (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each loan to an employee in excess of $10,000, (iii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iiiiv) all material bonus, pension, profit sharing, savings, severance, severance retirement, or deferred compensation plans or programsincentive plans, programs or other material written incentive plans or programs arrangements, (ivv) all other material fringe or employee benefit plans, programs or arrangementsarrangements that apply to senior management and that do not generally apply to all employees, (vvi) any material employment or service agreements (except for offer letters providing for at-will employment that which do not provide for severance, acceleration or post-termination benefits) compensation agreements, change in control agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee employee, or consultant (provided that, excluding any such agreement for former directors, officers, employees and consultants, such agreements need only be listed if consultants under which unsatisfied obligations of the Company or any Subsidiary of greater than ERISA Affiliate thereof is $10,000 remain thereunderor less) and (vivii) any other material written or oral compensation arrangement for the benefit of any employee under which the Company or any Subsidiary ERISA Affiliate has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vivii), collectively, the “Company Employee Plans”). Neither the Company nor any ERISA Affiliate has, since December 31, 2005, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any officer or director of the Company, in each case in violation of SOXA.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a3.12(a) of the Company Disclosure Letter lists, as of the Agreement Date, with respect to the Company, any Subsidiary and any trade or business (whether or not incorporated) that is treated as a single employer with the Company and each Subsidiary (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material “employee benefit plans (plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each loan to an employee, (iii) other than the Company Option Plan and the award agreements with respect to equity granted thereunder, all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programs, or other material written incentive plans (including cash incentive plans), programs or programs arrangements, (ivv) all other material fringe or employee benefit plans, programs or arrangementsarrangements and (vi) all employment, (v) any material employment or service agreements (except for offer letters providing for at-will employment that do not provide for severanceindividual consulting, acceleration or post-termination benefits) compensation agreementsretention, change in of control agreements or executive compensation or severance agreements, written or otherwise, as to which any unsatisfied obligations of the Company or any Subsidiary remain for the benefit of, or relating to, any present or former directoremployee, officer, consultant or non-employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations director of the Company or any and/or each Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Each Company Employee Plan maintained or contributed to by the Company or any Subsidiary under the law or applicable custom or rule of the relevant jurisdiction outside of the United States (each such plan, a “Foreign Plan”) is listed separately in Schedule 3.12(a) of the Company Disclosure Letter.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a3.13(a) of the Company Disclosure Letter lists, as of the Agreement Date, with respect to the Company and each Subsidiary any trade or business (whether or not incorporated) that is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA and whether or not maintained or sponsored in a jurisdiction outside of the United States, (ii) each loan to an employee in excess of $10,000, (iii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, or similar arrangements under Applicable Laws outside of the United States (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programsincentive plans, programs or other material written incentive plans or programs arrangements, (ivv) all other material fringe or employee benefit plans, programs or arrangements, arrangements that apply to senior management and that do not generally apply to all employees and (vvi) any material employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration severance or post-termination benefits) compensation agreements, change in control agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations of the Company or any Subsidiary of greater than $10,000 remain thereunder) and (vivii) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary ERISA Affiliate has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vivii), collectively, the “Company Employee Plans”). Each Company Employee Plan maintained or contributed by the Company or any Subsidiary under the Applicable Laws or applicable custom or rules of the relevant jurisdiction outside of the United States but not including any program maintained by a Governmental Entity to which the Company is required to contribute (each such plan, a “Foreign Plan”) is separately identified on Schedule 3.13(a).

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a2.13(a) of the Company Disclosure Letter lists, as of the Agreement Date, with respect to the Company or its Subsidiaries and each Subsidiary any trade or business (whether or not incorporated) which is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material “employee benefit plans (plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each loan to an employee, (iii) other than the Company Option Plan, all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programs, or other material written incentive plans or programs (iv) all other material fringe or employee benefit plans, programs or arrangements, (v) any material employment all other fringe or service agreements (except for offer letters providing for at-will employment employee benefit plans, programs or arrangements that apply to senior management and that do not provide for severancegenerally apply to all employees, acceleration and (vi) all employment or post-termination benefits) executive compensation agreements, change in control agreements or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former directoremployee, officer, consultant or non-employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations director of the Company or any such Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to the Company Employee Plans have been provided to Acquirer prior to the Agreement Date.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a2.12(a) of the Company Disclosure Letter lists, as of the Agreement Date, with respect to the Company and each or any Subsidiary (i) all material employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iii) all material written bonus, pension, profit sharing, savings, severanceseverance in an amount exceeding $200,000, retirement, or deferred compensation plans or programsincentive plans, programs or other material written incentive plans or programs arrangements, in each case, that are applicable to more than one employee, (iv) all other material fringe or employee benefit plans, programs or arrangements, arrangements that apply to senior management and that do not generally apply to all employees and (v) any material employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits) compensation agreements, change in control agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations of the Company or any Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary has or may is reasonably likely to have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”).

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a) of the Company Disclosure Letter lists, as of the Agreement Date, with With respect to the Company and each Subsidiary any trade or business (whether or not incorporated) that is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material “employee benefit plans (plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each loan to an employee, (iii) all material stock unit option, stock unit purchase, phantom stock, stock unit appreciation right, restricted stock unit, contingent value rights, “phantom” units or rights or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of any Company Units, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programs, or other material written incentive plans (including cash incentive plans), programs or programs arrangements, (ivv) all other material fringe or employee benefit plans, programs or arrangementsarrangements and (vi) all employment, (v) any material employment or service agreements (except for offer letters providing for at-will employment that do not provide for severanceindividual consulting, acceleration or post-termination benefits) compensation agreementsretention, change in of control agreements or executive compensation or severance agreements, written or otherwise, as to which any unsatisfied obligations of the Company remain for the benefit of, or relating to, any present or former director, officer, employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations of the Company or any Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”).

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a2.13(a) of to the Company Disclosure Letter lists, as of the Agreement Date, with respect to the Company and each Subsidiary any trade or business (whether or not incorporated) which is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each non-401(k) plan loan to an employee in excess of $10,000, (iii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programs, or other material written incentive plans or programs (iv) all other material fringe or employee benefit plans, programs or arrangements, (v) fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any material employment or service agreements (except for offer letters providing for at-will employment that which do not provide for severance, acceleration or post-termination benefits) compensation agreements, change in control agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, officer or employee or consultant (provided that, for former directors, officers, employees and consultantsemployees, such agreements need only be listed if unsatisfied obligations of the Company or any Subsidiary ERISA Affiliate of greater than $10,000 300,000 remain thereunder) , and (vi) provided, further, that there shall be excluded any other material written plan, program or oral arrangement agreement established or maintained outside the United States of America primarily for the benefit of any employee under which employees residing outside the Company or any Subsidiary has or may have material liability, contingent or otherwise United States of America) (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Neither the Company nor any ERISA Affiliate has, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any officer or director of the Company in violation of Section 402 of SOXA.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a2.12(a) of the Company Disclosure Letter lists, as of the Agreement Date, with respect to the Company and each Subsidiary the Subsidiaries and any trade or business (whether or not incorporated) that is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material “employee benefit plans (plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), regardless of whether subject to ERISA, (ii) each loan to an employee, (iii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unitunit plans, programs or arrangements, (iv) supplemental retirement, retirement, sabbatical, medical, dental, vision care, disability, death benefit, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, social security contributions (iiiincluding without limitation employees’ state insurance and provident fund contributions under the Applicable Law of India), (v) all material bonus, pension, profit sharing, savings, severance, thirteenth month, jubilee, termination indemnity, redundancy pay, retirement, or gratuity, deferred compensation plans or programs, or other material written incentive plans (including cash or equity incentive plans), programs or arrangements, (ivvi) all other material fringe or employee benefit plans, programs or arrangementsarrangements and (vii) all forms of employment agreements, (v) any material all employment or service agreements (except for offer letters providing for at-will employment that do not provide for severanceseverance or other termination benefits in excess of that which is required by Applicable Law, acceleration forms of consulting or post-termination benefits) independent contractor agreements, advisor agreements, retention agreements, change of control agreements, forms of executive compensation agreements, change in control forms of non-employee director agreements or severance agreements, and in each case any such agreement which materially deviate from the forms, written or otherwise, regardless of whether any of the foregoing described in (i) through (vii) are mandated by local Applicable Law or are voluntary, private, funded, unfunded, financed by the purchase of insurance, contributory or noncontributory (all of the foregoing described in clauses (i) through (vii), collectively, the “Company Employee Plans”), that is sponsored, maintained, administered or contributed to, or as to which any unsatisfied obligations of the Company or any of the Subsidiaries remain for the benefit of, or relating to, any present or former directoremployee, officerconsultant, advisor, independent contractor or non-employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations director of the Company or any Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vi), collectively, Subsidiaries; provided that any governmental plan or program requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to the wages of an employee will be considered a “Company Employee Plans”)Plan” for these purposes. Notwithstanding the foregoing, any Company Employee Plan that is mandated by Applicable Law shall not be required to be set forth on Schedule 2.12(a) of the Company Disclosure Letter.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a2.15(a) of the Company Sellers’ Disclosure Letter lists, as of the Agreement Date, with respect to the Company and each Subsidiary lists (i) all material “employee benefit plans (plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”))) maintained by the Company, contributed to by the Company, or in which the Company’s employee’s participate, (ii) each loan to an employee of the Company in excess of $10,000, (iii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangementsarrangements maintained by the Company, contributed to by the Company, or in which the Company’s employee’s participate, (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programsincentive plans, programs or arrangements maintained by the Company, contributed to by the Company, or other material written incentive plans or programs in which the Company’s employee’s participate, (ivv) all other material fringe or employee benefit plans, programs or arrangements, (v) any material employment or service agreements (except for offer letters providing for at-will employment arrangements that apply to senior management of the Company and that do not provide for severancegenerally apply to all employees of the Company, acceleration and (vi) all employment or post-termination benefits) executive compensation agreements, change in control agreements or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company of greater than $10,000 remain for the benefit of, or relating to, any present or former directoremployee, officer, consultant or non-employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations director of the Company or any Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”).

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a2.13(a) of the Company Disclosure Letter lists, as of the Agreement Date, with respect to the Company, any Subsidiary and any trade or business (whether or not incorporated) that is treated as a single employer with the Company and each Subsidiary (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each loan to an employee in excess of $10,000, (iii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programsincentive plans, programs or other material written incentive plans or programs arrangements, (ivv) all other material fringe or employee benefit plans, programs or arrangements, arrangements that apply to senior management and that do not generally apply to all employees and (vvi) any material employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits) compensation agreements, change in control agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations of the Company or any Subsidiary ERISA Affiliate of greater than $10,000 remain thereunder) and (vivii) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary ERISA Affiliate has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vivii), collectively, the “Company Employee Plans”). Neither the Company nor any ERISA Affiliate has, since the effective date of the Company’s initial public offering, extended or maintained credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any officer or director of the Company.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a2.12(a) of the Company Disclosure Letter lists, as of the Original Agreement Date, with respect to the Company and each or any Subsidiary (i) all material employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iii) all material written bonus, pension, profit sharing, savings, severanceseverance in an amount exceeding $200,000, retirement, or deferred compensation plans or programsincentive plans, programs or other material written incentive plans or programs arrangements, in each case, that are applicable to more than one employee, (iv) all other material fringe or employee benefit plans, programs or arrangements, arrangements that apply to senior management and that do not generally apply to all employees and (v) any material employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits) compensation agreements, change in control agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations of the Company or any Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary has or may is reasonably likely to have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”).

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a3.16(a) of the Company Disclosure Letter Acquiror Schedule of Exceptions lists, as of the Agreement Date, with respect to Acquiror, any Subsidiary of Acquiror and any trade or business (whether or not incorporated) which is treated as a single employer with Acquiror (an “ERISA Affiliate”) within the Company and each Subsidiary meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material “employee benefit plans (plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each outstanding loan to an employee in excess of $10,000, (iii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programs, or other material written incentive plans or programs (iv) all other material fringe or employee benefit plans, programs or arrangements, (v) any material employment all other fringe or service agreements (except for offer letters providing for at-will employment employee benefit plans, programs or arrangements that apply to senior management and that do not provide for severancegenerally apply to all employees, acceleration and (vi) all employment or post-termination benefits) executive compensation agreements, change in control agreements or severance agreements, written or otherwise, as to which unsatisfied obligations of Acquiror or any Subsidiary of Acquiror of greater than $10,000 remain for the benefit of, or relating to, any present or former directoremployee, officer, consultant or non-employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations director of the Company Acquiror or any Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary has or may have material liability, contingent or otherwise Acquiror (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Acquiror Employee Plans”).

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(aSection 2.13(a) of the Company Seller Disclosure Letter lists, as of the Agreement Date, with respect to the Company, any professional employer organization or employer of record employing any Company service provider, or any Company Subsidiary and each Subsidiary any trade or business (whether or not incorporated) that is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material “employee benefit plans (plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each loan to an employee, (iii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programs, or other material written incentive plans (including cash incentive plans), programs or programs arrangements, (ivv) all other material fringe or employee benefit plans, programs or arrangementsarrangements and (vi) all employment, (v) any material employment individual consulting, retention, change of control or service executive compensation or severance agreements (except for offer letters providing for at-will employment provided, however, that do not provide for severancethe Company may disclose any forms of such agreements and any individual agreements that deviate from such forms, acceleration or post-termination benefits) compensation agreementsrather than disclosing each individual agreement), change in control agreements or severance agreementseach case, written or otherwise, formal or informal, as to which any unsatisfied obligations of the Company or any Company Subsidiary remain for the benefit of, or relating to, any present or former employee, non- employee director, officer, Contractor or non-employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations director of the Company or any Company Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary has or may have material liability, contingent or otherwise (all of the foregoing described in clauses clause (i) through (vi), ) collectively, the “Company Employee Plans”); provided, however, that Section 2.13(a) shall not be required to list any Company Employee Plans that are required pursuant to Applicable Law.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a2.13(a) of the Company Disclosure Letter lists, as of the Agreement Date, with respect to the Company or its Subsidiaries and each Subsidiary any trade or business (whether or not incorporated) which is treated as a single employer with the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material “employee benefit plans (plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each loan to an employee, (iii) other than the Company Option Plan, all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programs, or other material written incentive plans or programs (iv) all other material fringe or employee benefit plans, programs or arrangements, (v) any material employment all other fringe or service agreements (except for offer letters providing for at-will employment employee benefit plans, programs or arrangements that apply to senior management and that do not provide for severancegenerally apply to all employees, acceleration and (vi) all employment or post-termination benefits) executive compensation agreements, change in control agreements or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of its Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former directoremployee, officer, consultant or non-employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations director of the Company or any such Subsidiary of greater than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which the Company or any Subsidiary has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to the Company Employee Plans have been made available to Acquirer prior to the Agreement Date.

Employee Benefit Plans and Employee Matters. (a) Schedule 2.11(a) of the Company Disclosure Letter lists, as of the Agreement Date, with respect to the Company and each Subsidiary and any trade or business (whether or not incorporated) that is treated as a single employer with the Company or any Subsidiary (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all material “employee benefit plans (plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each loan to an employee, (iii) other than the Company Option Plan and all material award agreements thereunder, all stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iiiiv) all material bonus, pension, profit sharing, savings, severance, retirement, or deferred compensation plans or programs, or other material written incentive plans (including cash incentive plans), programs or programs arrangements, (ivv) all other material fringe or employee benefit plans, programs or arrangementsarrangements and (vi) all employment, (v) any material employment or service agreements (except for offer letters providing for at-will employment that do not provide for severanceindividual consulting, acceleration or post-termination benefits) compensation agreementsretention, change in of control agreements or executive compensation or severance agreements, written or otherwise, as to which any unsatisfied obligations of the Company remain for the benefit of, or relating to, any present or former directoremployee, officer, consultant or non-employee or consultant (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations director of the Company or any Subsidiary of greater other than $10,000 remain thereunder) and (vi) any other material written or oral arrangement for the benefit of any employee under which agreements that are terminable by the Company or any Subsidiary has or may have material liability, contingent or otherwise at will with no further liability (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”).