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

Employee Benefit Plans and Employee Matters. (a) Schedule 3.16(a) of the Acquiror Schedule of Exceptions lists, 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 meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit 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 stock option, stock purchase, phantom stock, stock appreciation right, 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, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all employment or executive compensation 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 employee, consultant or non-employee director of Acquiror or any Subsidiary of Acquiror (all of the foregoing described in clauses (i) through (vi), collectively, the “Acquiror Employee Plans”). (b) Acquiror has furnished to Target’s counsel a true, correct and complete copy of each of the Acquiror Employee Plans and related plan documents (including trust documents, insurance policies or Contracts, employee booklets, summary plan descriptions and other authorizing documents, and any material employee communications relating thereto) and has, with respect to each Acquiror Employee Plan which is subject to ERISA reporting requirements, delivered to Target’s counsel true, correct and complete copies of the Form 5500 reports filed for the last three plan years. Any Acquiror Employee Plan intended to be qualified under Section 401(a) of the Code has either obtained from the Internal Revenue Service a favorable determination letter as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has applied (or has time remaining in which to apply) to the Internal Revenue Service for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer. Acquiror has also delivered to Target a true, correct and complete copy of the most recent Internal Revenue Service determination or opinion letter issued with respect to each such Acquiror Employee Plan, and nothing has occurred since the issuance of each such letter which would reasonably be expected to cause the loss of the Tax-qualified status of any Acquiror Employee Plan subject to Section 401(a) of the Code. Acquiror has also delivered to Target all registration statements and prospectuses prepared in connection with each Acquiror Employee Plan. No employee of Acquiror or any Subsidiary of Acquiror and no person subject to any health plan of Acquiror or any Subsidiary of Acquiror has made medical claims through any such health plan during the 12 months preceding the Agreement Date for more than $25,000 in the aggregate for which Acquiror or such Subsidiary of Acquiror is directly responsible. For the purposes of the forgoing sentence, any exception to such representation and warranty set forth in the Acquiror Schedule of Exceptions shall be stated generally and shall not identify any employee of Acquiror or such Subsidiary of Acquiror or person subject to any health plan of Acquiror or such Subsidiary of Acquiror who has made medical claims. Neither Acquiror nor any Subsidiary of Acquiror sponsors or maintains any self-funded employee benefit plan. Table of Contents (c) None of the Acquiror Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person other than as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or similar state law. There has been no “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code and not exempt under Section 408 of ERISA and regulatory guidance thereunder) with respect to any Acquiror Employee Plan, which could reasonably be expected to result, individually or in the aggregate with any such other “prohibited transactions,” in a material Liability to Acquiror or any of its Subsidiaries. Each Acquiror Employee Plan has been administered in accordance with its terms and in compliance with the requirements prescribed by any and all statutes, rules and regulations (including ERISA and the Code), and Acquiror, each Subsidiary of Acquiror and each ERISA Affiliate has performed all obligations required to be performed by it under, is not in any material respect in default under or in violation of, and has no knowledge of any material default or violation by any other party to, any of the Acquiror Employee Plans. Neither Acquiror nor any Subsidiary of Acquiror or ERISA Affiliate is subject to any Liability or penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of the Acquiror Employee Plans. All contributions required to be made by Acquiror, any Subsidiary of Acquiror or any ERISA Affiliate to any Acquiror Employee Plan have been made on or before their due dates and a reasonable amount has been accrued for contributions to each Acquiror Employee Plan for the current plan years (and no further contributions will be due or will have accrued thereunder as of the Closing Date, other than contributions accrued in the ordinary course of business, consistent with past practice, after the Acquiror Balance Sheet Date as a result of the operations of Acquiror and its Subsidiaries after the Acquiror Balance Sheet Date). In addition, with respect to each Acquiror Employee Plan intended to include a Code Section 401(k) arrangement, Acquiror, its Subsidiaries and ERISA Affiliates have at all times made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issued by the United States Department of Labor. No Acquiror Employee Plan is covered by, and neither Acquiror nor any Subsidiary of Acquiror or ERISA Affiliate has incurred or expects to incur any Liability under Title IV of ERISA or Section 412 of the Code. Each Acquiror Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Acquiror, the Surviving Corporation and/or any Subsidiary of Acquiror (other than ordinary administrative expenses typically incurred in a termination event). With respect to each Acquiror Employee Plan subject to ERISA as either an employee pension benefit plan within the meaning of Section 3(2) of ERISA or an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, Acquiror has prepared in good faith and timely filed all requisite governmental reports (which were true, correct and complete as of the date filed), including any required audit reports, and has properly and timely filed and distributed or posted all notices and reports to employees required to be filed, distributed or posted with respect to each such Acquiror Employee Plan. No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Acquiror, is threatened, against or with respect to any such Acquiror Employee Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. (d) With respect to each Acquiror Employee Plan, each of Acquiror and each United States Subsidiary of Acquiror has complied with (i) the applicable health care continuation and notice provisions of COBRA or similar state law and the regulations (including proposed regulations) thereunder, (ii) the applicable requirements of the Family Medical and Leave Act of 1993 and the regulations (including proposed regulations) thereunder, (iii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations (including proposed regulations) thereunder, (iv) the applicable requirements of the Americans with Disabilities Act of 1990, as amended and the regulations (including proposed regulations) thereunder, (v) the Age Discrimination in Employment Act of 1967, as amended, and (vi) the applicable requirements of the Women’s Health and Cancer Rights Act of 1998 and the regulations (including proposed regulations) thereunder. Table of Contents (e) There has been no amendment to, written interpretation or announcement (whether or not written) by Acquiror, any Subsidiary of Acquiror or other ERISA Affiliate relating to, or change in participation or coverage under, any Acquiror Employee Plan which would materially increase the expense of maintaining such Acquiror Employee Plan above the level of expense incurred with respect to such Acquiror Employee Plan for the most recent fiscal year included in the Financial Statements. No Acquiror Employee Plan will be subject to any surrender fees or service fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. (f) Neither Acquiror nor any Subsidiary of Acquiror or current or former ERISA Affiliate currently maintains, sponsors, participates in or contributes to, or has ever maintained, established, sponsored, participated in, or contributed to, any pension plan (within the meaning of Section 3(2) of ERISA) which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (g) Neither Acquiror nor any Subsidiary of Acquiror or ERISA Affiliate is a party to, or has made any contribution to or otherwise incurred any obligation under, any “multiemployer plan” as such term is defined in Section 3(37) of ERISA or any “multiple employer plan” as such term is defined in Section 413(c) of the Code. (h) Each compensation and benefit plan maintained or contributed to by Acquiror or any Subsidiary of Acquiror 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 in Schedule 3.16(h) of the Acquiror Schedule of Exceptions. As regards each Foreign Plan, (i) such Foreign Plan is in material compliance with the provisions of the Legal Requirements of each jurisdiction in which such Foreign Plan is maintained, to the extent those Legal Requirements are applicable to such Foreign Plan, (ii) all contributions to, and material payments from, such Foreign Plan which may have been required to be made in accordance with the terms of such Foreign Plan, and, when applicable, the Legal Requirements of the jurisdiction in which such Foreign Plan is maintained, have been timely made or shall be made by the Closing Date, and all such contributions to such Foreign Plan, and all payments under such Foreign Plan, for any period ending before the Closing Date that are not yet, but will be, required to be made, are reflected as an accrued liability on the Acquiror Balance Sheet, (iii) Acquiror, each Subsidiary of Acquiror, and each ERISA Affiliate has materially complied with all applicable reporting and notice requirements, and such Foreign Plan has obtained from the Governmental Entity having jurisdiction with respect to such Foreign Plan any required determinations, if any, that such Foreign Plan is in compliance with the Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan, (iv) such Foreign Plan has been administered in all material respects at all times in accordance with its terms and applicable Legal Requirements, (v) to the knowledge of Acquiror, there are no pending investigations by any governmental body involving such Foreign Plan, and no pending claims (except for claims for benefits payable in the normal operation of such Foreign Plan), suits or proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan, (vi) the consummation of the transactions contemplated by this Agreement will not by itself create or otherwise result in any Liability with respect to such Foreign Plan, and (vii) except as required by applicable Legal Requirements, no condition exists that would prevent Acquiror or any of its Subsidiaries from terminating or amending any Foreign Plan at any time for any reason in accordance with the terms of each such Foreign Plan without the payment of any fees, costs or expenses (other than the payment of benefits accrued on the Acquiror Balance Sheet and any normal and reasonable expenses typically incurred in a termination event). The benefits available under all Foreign Plans in the aggregate do not provide materially greater benefits to employees of Acquiror or any Subsidiary of Acquiror participating in such plans than the benefits available under the Acquiror Employee Plans for employees of Acquiror or any Subsidiary of Acquiror in the United States. No Foreign Plan has unfunded Liabilities that will not be offset by insurance or that are not fully accrued on the financial statements of Acquiror. (i) Schedule 3.16(i) of the Acquiror Schedule of Exceptions lists as of the Agreement Date each employee of Acquiror or any Subsidiary of Acquiror who is not fully available to perform work because of disability or other leave and also lists, with respect to each such employee, the basis of such disability or leave and the anticipated date of return to full service.

Employee Benefit Plans and Employee Matters. (a) Schedule 3.16(a2.13(a) of to the Acquiror Schedule of Exceptions Company Disclosure Letter lists, with respect to Acquirorthe Company, any Subsidiary of Acquiror and any trade or business (whether or not incorporated) which is treated as a single employer with Acquiror 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 outstanding loan to an employee in excess of $10,000, (iii) all stock option, stock purchase, phantom stock, stock and stock appreciation rightright plans, supplemental retirement, severance, sabbatical, (iii) all material medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), tuition assistance, life insurance or accident insurance plans, programs or arrangements, (iv) all material bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other material fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all any employment or executive compensation service agreements (except for offer letters providing for at-will employment which do not provide for severance, acceleration or post-termination benefits or ongoing relocation benefits), retention 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 agreements for the benefit of, or relating to, any present or former director, officer, employee, or consultant or non-employee director (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations of Acquiror the Company or any Subsidiary ERISA Affiliate of Acquiror greater than $100,000 remain thereunder), and (vii) any other written or oral arrangement for the benefit of any employee under which the Company or any ERISA Affiliate has or may have material liability, contingent or otherwise (all of the foregoing described in clauses (i) through (vivii), collectively, the “Acquiror 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. (b) Acquiror Prior to the date of this Agreement, the Company has furnished made available to Target’s counsel Parent a true, correct and complete copy of each of the Acquiror Company Employee Plans and related plan documents (including trust documents, insurance policies or Contracts, employee booklets, summary plan descriptions and other authorizing material documents, and any material employee communications relating thereto) and has, with respect to each Acquiror Company Employee Plan which is subject to ERISA reporting requirements, delivered provided or made available to Target’s counsel Parent true, correct and complete copies of the Form 5500 reports filed for the last three plan years. Any Acquiror With respect to any Company Employee Plan intended to be qualified under Section 401(a) of the Code Code, the Company or the ERISA Affiliate, as applicable, has either obtained from the Internal Revenue Service a favorable determination letter as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has timely applied (or has time remaining in which to timely apply) to the Internal Revenue Service for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination or Company Employee Plan has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer. Acquiror Each Company Employee Plan, and the operation and administration thereof, is in all material respects in compliance with, and has been operated in all material respects in compliance with, all Legal Requirements and its terms. The Company has also delivered provided or made available to Target Parent a true, correct and complete copy of the most recent Internal Revenue Service determination or opinion letter issued with respect to each such Acquiror Company Employee Plan, and to the Company’s knowledge, nothing has occurred since the issuance of each such letter which would could reasonably be expected to cause the loss of the Tax-qualified status of any Acquiror Company Employee Plan subject to Section 401(a) of the Code. Acquiror The Company has also delivered provided or made available to Target Parent all registration statements and prospectuses prepared in connection with each Acquiror Company Employee Plan. No employee of Acquiror or any Subsidiary of Acquiror and no person subject to any health plan of Acquiror or any Subsidiary of Acquiror has made medical claims through any such health plan during the 12 months preceding the Agreement Date for more than $25,000 in the aggregate for which Acquiror or such Subsidiary of Acquiror is directly responsible. For the purposes of the forgoing sentence, any exception to such representation and warranty set forth in the Acquiror Schedule of Exceptions shall be stated generally and shall not identify any employee of Acquiror or such Subsidiary of Acquiror or person subject to any health plan of Acquiror or such Subsidiary of Acquiror who has made medical claims. Neither Acquiror nor any Subsidiary of Acquiror sponsors or maintains any self-funded employee benefit plan. Table of Contentsif applicable. (c) None of the Acquiror Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person other than as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or similar state lawother applicable Legal Requirements. There has been To the Company’s knowledge, there are no “prohibited transactiontransactions” (within the meaning of Section 406 of ERISA and Section 4975 of the Code and for which an exemption does not exempt under Section 408 of ERISA and regulatory guidance thereunderapply) with respect to any Acquiror Company Employee Plan, which could reasonably be expected to result, individually or in Plan that the aggregate with any such other “prohibited transactions,” in a material Liability to Acquiror Company or any of its Subsidiaries. Each Acquiror Employee Plan has been administered in accordance with its terms and in compliance with the requirements prescribed by any and all statutes, rules and regulations (including ERISA and the Code), and Acquiror, each Subsidiary of Acquiror and each ERISA Affiliate has performed all obligations required to be performed by it under, is not in any material liability with respect in default under or in violation of, and has no knowledge of any material default or violation by any other party to, any of the Acquiror Employee Plansthereto. Neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate is subject to any Liability material liability or penalty under Sections Section 4976 through 4980 of the Code or Title I of ERISA with respect to any of the Acquiror Company Employee Plans. All contributions required to be made by Acquirorthe Company, any Subsidiary of Acquiror or any ERISA Affiliate to any Acquiror Company Employee Plan have been made on or before their due dates and a reasonable amount has been accrued for contributions to each Acquiror Company Employee Plan for the current plan years year (and no further contributions will be due or will have accrued thereunder as of the Closing Date, other than contributions accrued in the ordinary course of business, consistent with past practice, after the Acquiror Company Balance Sheet Date as a result of the operations of Acquiror Company and its Subsidiaries after the Acquiror Company Balance Sheet Date). In addition, with respect to each Acquiror Employee Plan intended to include a Code Section 401(k) arrangement, Acquiror, its Subsidiaries and ERISA Affiliates have at all times made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issued by the United States Department of Labor. No Acquiror Employee Plan is covered by, and neither Acquiror nor any Subsidiary of Acquiror or ERISA Affiliate has incurred or expects to incur any Liability under Title IV of ERISA or Section 412 of the Code. Each Acquiror Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability additional material liability to AcquirorParent, the Surviving Corporation and/or any Subsidiary of Acquiror Subsidiary. (other than ordinary administrative expenses typically incurred in a termination event). d) With respect to each Acquiror Company Employee Plan subject to ERISA as either an employee pension benefit plan within the meaning of Section 3(2) of ERISA or an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, Acquiror the Company has prepared in good faith and timely filed all requisite governmental reports (which which, to the knowledge of the Company, were true, correct and complete as of the date filed), including any required audit reports, and has properly and timely filed and distributed or posted all notices and reports to employees required to be filed, distributed or posted with respect to each such Acquiror Employee Plan. No suit, administrative proceeding, action or other litigation Proceeding has been brought, or to the knowledge of AcquirorCompany’s knowledge, is threatened, against the Company, any Subsidiary or any ERISA Affiliate or with respect to any such Acquiror Company Employee Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. (d. No payments or benefits under any Company Employee Plan are, or are expected to be, subject to the disallowance of a deduction under Section 162(m) With respect to each Acquiror Employee Plan, each of Acquiror and each United States Subsidiary of Acquiror has complied with (i) the applicable health care continuation and notice provisions of COBRA or similar state law and the regulations (including proposed regulations) thereunder, (ii) the applicable requirements of the Family Medical and Leave Act of 1993 and the regulations (including proposed regulations) thereunder, (iii) the applicable requirements Code as a result of the Health Insurance Portability and Accountability Act transactions contemplated hereby (whether alone or upon the occurrence of 1996 and the regulations (including proposed regulations) thereunder, (iv) the applicable requirements of the Americans with Disabilities Act of 1990, as amended and the regulations (including proposed regulations) thereunder, (v) the Age Discrimination in Employment Act of 1967, as amended, and (vi) the applicable requirements of the Women’s Health and Cancer Rights Act of 1998 and the regulations (including proposed regulations) thereunder. Table of Contentsany subsequent event). (e) There Except as necessary to comply with applicable Legal Requirements, there has been no amendment to, written interpretation or announcement (whether or not written) by Acquirorthe Company, any Subsidiary of Acquiror or other ERISA Affiliate relating to, or change in participation or coverage under, any Acquiror Company Employee Plan which would materially increase the expense of maintaining such Acquiror Company Employee Plan above the level of expense incurred with respect to such Acquiror Company Employee Plan for the most recent fiscal year included in the Financial Statements. No Acquiror Employee Plan will be subject to any surrender fees or service fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. (f) Neither Acquiror the Company nor any Subsidiary of Acquiror or current or former nor any ERISA Affiliate currently maintains, sponsors, participates in or contributes to, or nor has it ever maintained, established, sponsored, participated in, or contributed to, any pension plan (within the meaning of Section 3(2) of ERISA) which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (g) Neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate is a party to, or has made any contribution to or otherwise incurred any obligation under, any “multiemployer plan” as such term is defined in Section 3(37) of ERISA or any “multiple employer plan” as such term is defined in Section 413(c) of the Code. Neither the Company nor any Subsidiary or ERISA Affiliate has maintained, established, sponsored, participated in or contributed to any self-insured Company Employee Plan that provides health benefits to employees (including any such plan pursuant to which a stop-loss policy or contract applies) within the last three years. (h) Each compensation and benefit plan maintained Neither the Company, nor any ERISA Affiliate (i) currently has, nor has it ever had, service providers (including employees or contributed to by Acquiror or any Subsidiary of Acquiror under the law or applicable custom or rule of the relevant jurisdiction consultants) located outside of the United States States, or (ii) currently sponsors, maintains or contributes to, nor has it ever sponsored, maintained or contributed to, any Company Employee Plan located outside the United States. (i) Schedule 2.13(i)(1) to the Company Disclosure Letter lists each such planPerson who the Company reasonably believes is, with respect to the Company, any Subsidiary and/or any ERISA Affiliate, a “Foreign Plan”) is listed in Schedule 3.16(h) disqualified individual” (within the meaning of Section 280G of the Acquiror Code and the regulations promulgated thereunder), together with any plans or arrangements that could result in the payment of any “parachute payment” (within the meaning of Section 280G of the Code) associated with such individual. Schedule 2.13(i)(2) lists each Person and any Contract, plan or arrangement that provides such Person a “gross-up” from the Company, any Subsidiary or any ERISA Affiliate with respect to excise taxes paid pursuant to Section 4999 of Exceptions. As regards each Foreign Planthe Code (or any corresponding or similar provision of state or local Tax law). (j) None of the execution and delivery of this Agreement, the consummation of the Merger or any other transaction contemplated hereby or any termination of employment or service in connection therewith or subsequent thereto will (i) such Foreign Plan is result in material compliance with the provisions of the Legal Requirements of each jurisdiction in which such Foreign Plan is maintainedany payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to the extent those Legal Requirements are applicable to such Foreign Planany Person, (ii) all contributions to, and material payments from, such Foreign Plan which may have been required to be made in accordance with the terms of such Foreign Plan, and, when applicable, the Legal Requirements of the jurisdiction in which such Foreign Plan is maintained, have been timely made materially increase or shall be made otherwise enhance any benefits otherwise payable by the Closing Date, and all such contributions to such Foreign Plan, and all payments under such Foreign Plan, for Company or any period ending before the Closing Date that are not yet, but will be, required to be made, are reflected as an accrued liability on the Acquiror Balance SheetERISA Affiliate, (iii) Acquirorresult in the acceleration of the time of payment or vesting of any such benefits (including Company Options), each Subsidiary except as required under Section 411(d)(3) of Acquirorthe Code, and each or (iv) increase the amount of compensation due to any Person. Neither the Company nor any ERISA Affiliate has materially complied with all applicable reporting any material outstanding loans to any current or former employee, director or consultant. (k) Each of the Company and notice requirements, and such Foreign Plan has obtained from the Governmental Entity having jurisdiction with respect to such Foreign Plan any required determinations, if any, that such Foreign Plan each Subsidiary is in compliance with the Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan, (iv) such Foreign Plan has been administered in all material respects at with all times currently applicable Legal Requirements respecting employment, discrimination in accordance with its employment, terms and applicable Legal Requirementsconditions of employment, wages (v) including, to the knowledge of Acquirorthe Company, there are no pending investigations by any governmental body involving such Foreign Planthe proper classification of employees as exempt and non-exempt or service providers and independent contractors as consultants under applicable federal and state law), hours and occupational safety and health and employment practices, employment of non-citizens (including the Immigration Reform and Control Act), and no pending claims (except for claims for benefits payable in laws protecting employees’ personally identifiable information including credit identity and medical information. Neither the normal operation of such Foreign Plan), suits or proceedings against such Foreign Plan or asserting Company nor any rights or claims Subsidiary has any obligations other than pursuant to benefits under such Foreign Plan, (vi) the consummation of the transactions contemplated by this Agreement will not by itself create or otherwise result in any Liability COBRA with respect to any former employees or qualifying beneficiaries thereunder. There are no controversies pending or, to the Company’s knowledge, threatened, between the Company or any Subsidiary and any of their respective employees, which controversies will or could reasonably be expected to result in a Proceeding before any Governmental Entity. (l) Neither Company nor any of its Subsidiaries has any obligation to pay any amount or provide any benefit to any former employee or officer, other than obligations (i) for which the Company has established a reserve for such Foreign Planamount on the Company Balance Sheet, and (viiii) pursuant to Contracts entered into after the Company Balance Sheet Date and disclosed on Schedule 2.13(m) to the Company Disclosure Letter. Neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement or other labor union Contract, no collective bargaining agreement is being negotiated by the Company or any Subsidiary and neither the Company nor any Subsidiary has any duty to bargain with any labor organization. There is no pending demand for recognition or any other request or demand from a labor organization for representative status with respect to any Person employed by the Company or any Subsidiary. The Company has no knowledge of any activities or proceedings of any labor union or to organize their respective employees. There is no labor dispute, strike or work stoppage against the Company or any Subsidiary pending or, to the Company’s knowledge, threatened which may interfere with the respective business activities of the Company or any Subsidiary. (m) To the Company’s knowledge, no employee of the Company or any Subsidiary is in violation of any term of any employment agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any Subsidiary because of the nature of the business conducted or presently proposed to be conducted by the Company or any Subsidiary or to the use of trade secrets or proprietary information of others. The employment of each of the employees of the Company or any Subsidiary is “at will” and the Company and each Subsidiary does not have any obligation to provide any particular form or period of notice prior to terminating the employment of any of their respective employees (in each case except as required by applicable Legal Requirements). (n) Each of the Company and each Subsidiary has provided or made available to Parent a true, no condition exists that would prevent Acquiror correct and complete list of the names of all current officers, directors, and employees of the Company and each Subsidiary showing each such person’s name, position, rate of annual remuneration, status as exempt/non-exempt and bonuses for the current fiscal year, location of employment, and date of hire. (o) Each of the Company and each Subsidiary has made available to Parent a true, correct and complete list of all of its current consultants and independent contractors and for each the initial date of the engagement and whether either party has provided written notice to terminate any such engagement. (p) The Company and each Subsidiary is in compliance in all material respects with the Worker Adjustment Retraining Notification Act of 1988, as amended (“WARN Act”), or any similar state or local law. In the past two years (i) the Company has not effectuated a “plant closing” (as defined in the WARN Act or any similar state or local law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act or any similar state or local law) affecting any site of employment or facility of the Company Business, and (iii) the Company has not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law or regulation. The Company has not caused any of its Subsidiaries from terminating or amending any Foreign Plan at any time for any reason in accordance with the terms of each such Foreign Plan without the payment of any fees, costs or expenses employees to suffer an “employment loss” (other than the payment of benefits accrued on the Acquiror Balance Sheet and any normal and reasonable expenses typically incurred in a termination event). The benefits available under all Foreign Plans as defined in the aggregate do not provide materially greater benefits to employees of Acquiror WARN Act or any Subsidiary of Acquiror participating in such plans than similar state or local law) during the benefits available under 90-day period prior to the Acquiror Employee Plans for employees of Acquiror or any Subsidiary of Acquiror in the United States. No Foreign Plan has unfunded Liabilities that will not be offset by insurance or that are not fully accrued on the financial statements of Acquiror. (i) Schedule 3.16(i) of the Acquiror Schedule of Exceptions lists as of the Agreement Date each employee of Acquiror or any Subsidiary of Acquiror who is not fully available to perform work because of disability or other leave and also lists, with respect to each such employee, the basis of such disability or leave and the anticipated date of return to full servicethis Agreement.

Employee Benefit Plans and Employee Matters. (a) Schedule 3.16(a2.13(a) of the Acquiror Schedule of Exceptions Company Disclosure Letter lists, with respect to Acquirorthe Company, any Subsidiary of Acquiror and any trade or business (whether or not incorporated) which is treated as a single employer with Acquiror the Company (an “"ERISA Affiliate”AFFILIATE") within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “"employee benefit 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 stock option, stock purchase, phantom stock, stock appreciation right, 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, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of Acquiror the Company or any Subsidiary of Acquiror of greater than $10,000 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of Acquiror the Company or any Subsidiary of Acquiror (all of the foregoing described in clauses (i) through (vi), collectively, the “Acquiror Employee Plans”"COMPANY EMPLOYEE PLANS", and each a "COMPANY EMPLOYEE PLAN"). (b) The Company has made available to Acquiror has furnished to Target’s counsel a true, correct and complete copy of each of the Acquiror Company Employee Plans and related plan documents (including trust documents, insurance policies or Contracts, employee booklets, summary plan descriptions and other authorizing documents, and any material employee communications relating thereto) and has, with respect to each Acquiror Company Employee Plan which is subject to ERISA reporting requirements, delivered made available to Target’s counsel Acquiror true, correct and complete copies of the Form 5500 reports filed for the last three plan years. Any Acquiror Company Employee Plan intended to be qualified under Section 401(a) of the Code has either obtained from the Internal Revenue Service a favorable determination letter as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has applied (or has time remaining in which to apply) to the Internal Revenue Service for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer. Acquiror The Company has also delivered provided or made available to Target Acquiror, its counsel or its advisors a true, correct and complete copy of the most recent Internal Revenue Service determination or opinion letter issued with respect to each such Acquiror Company Employee Plan, and nothing has occurred since the issuance of each such letter which would reasonably be expected to cause the loss of the Tax-qualified status of any Acquiror Company Employee Plan subject to Section 401(a) of the Code. Acquiror The Company has also delivered made available to Target Acquiror all registration statements and prospectuses prepared in connection with each Acquiror Company Employee Plan. All individuals who, pursuant to the terms of any Company Employee Plan, are entitled to participate in any Company Employee Plan, are currently participating in such Company Employee Plan or have been offered an opportunity to do so and as to participation in medical, dental and vision care benefits, have declined in writing. No employee of Acquiror the Company or any Subsidiary of Acquiror and no person subject to any health plan of Acquiror the Company or any Subsidiary of Acquiror has made medical claims through any such health plan during the 12 months preceding the Agreement Date date hereof for more than $25,000 in the aggregate for which Acquiror the Company or such Subsidiary of Acquiror is directly responsible. For the purposes of the forgoing sentence, any exception to such representation and warranty set forth in the Acquiror Schedule of Exceptions Disclosure Letter shall be stated generally and shall not identify any employee of Acquiror the Company or such Subsidiary of Acquiror or person subject to any health plan of Acquiror the Company or such Subsidiary of Acquiror who has made medical claims. Neither Acquiror the Company nor any Subsidiary of Acquiror sponsors or maintains any self-funded employee benefit plan. Table of Contents. (c) None of the Acquiror Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person other than as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”) "), or similar state law. There has With respect to any Company Employee Plan, (i) there have been no “"prohibited transaction” (within transactions" as described in Section 406(a)(1)(E) of ERISA, Section 406(b) of ERISA, Section 4975(c)(1)(E) of the meaning of Code or Section 406 of ERISA and Section 4975 4975(c)(1)(F) of the Code and regulatory guidance thereunder that are not exempt under by reason of Section 408 of ERISA and Section 4975(d) of the Code and regulatory guidance thereunder ("FIDUCIARY TRANSACTIONS") and not described in (ii), and (ii) there have been (A) no prohibited transactions described in Section 406(a)(1)(A)-(D) of ERISA and Section 4975(c)(1)(A)-(D) of the Code and regulatory guidance thereunder, and (B) with respect no Fiduciary Transactions involving only fiduciaries or disqualified persons who are unrelated to any Acquiror Employee Planthe Company that could, which could reasonably be expected to result, individually or in the aggregate with any such other “prohibited transactions,” aggregate, result in a material Liability liability to Acquiror the Company or any of its SubsidiariesSubsidiary. Each Acquiror Company Employee Plan has been administered in accordance with its material terms and in compliance with the requirements prescribed by any and all statutes, rules and regulations (including ERISA and the Code), and Acquirorthe Company, each Subsidiary of Acquiror and each ERISA Affiliate has performed all obligations required to be performed by it under, is not in any material respect in default under or in violation of, and has no knowledge of any material default or violation by any other party to, any of the Acquiror Company Employee Plans. Neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate is subject to any Liability liability or penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of the Acquiror Company Employee Plans. All contributions required to be made by Acquirorthe Company, any Subsidiary of Acquiror or any ERISA Affiliate to any Acquiror Company Employee Plan have been made on or before their due dates and a reasonable amount has been accrued for contributions to each Acquiror Company Employee Plan for the current plan years (and no further contributions will be due or will have accrued thereunder as of the Closing Date, other than contributions accrued in the ordinary course of business, consistent with past practice, after the Acquiror Company Balance Sheet Date as a result of the operations of Acquiror Company and its Subsidiaries after the Acquiror Company Balance Sheet Date). In addition, with respect to each Acquiror Company Employee Plan intended to include a Code Section 401(k) arrangement, Acquirorthe Company, its Subsidiaries and ERISA Affiliates have at all times made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issued by the United States Department of Labor. No Acquiror Company Employee Plan is covered by, and neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate has incurred or expects to incur any Liability liability under Title IV of ERISA or Section 412 of the Code. Each Acquiror Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability liability to Acquiror, the Surviving Corporation and/or any Subsidiary of Acquiror (other than ordinary administrative expenses typically incurred in a termination event). With respect to each Acquiror Company Employee Plan subject to ERISA as either an employee pension benefit plan within the meaning of Section 3(2) of ERISA or an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, Acquiror the Company has prepared in good faith and timely filed all requisite governmental reports (which were true, correct and complete as of the date filed), including any required audit reports, and has properly and timely filed and distributed or posted all notices and reports to employees required to be filed, distributed or posted with respect to each such Acquiror Company Employee Plan. No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Acquirorthe Company, is threatened, against or with respect to any such Acquiror Company Employee Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. (d) With respect to each Acquiror Company Employee Plan, each of Acquiror the Company and each United States Subsidiary of Acquiror has complied with (i) the applicable health care continuation and notice provisions of COBRA or similar state law and the regulations (including proposed regulations) thereunder, (ii) the applicable requirements of the Family Medical and Leave Act of 1993 and the regulations (including proposed regulations) thereunder, (iii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations (including proposed regulations) thereunder, (iv) the applicable requirements of the Americans with Disabilities Act of 1990, as amended and the regulations (including proposed regulations) thereunder, (v) the Age Discrimination in Employment Act of 1967, as amended, and (vi) the applicable requirements of the Women’s 's Health and Cancer Rights Act of 1998 and the regulations (including proposed regulations) thereunder. Table of Contents. (e) There has been no amendment to, written interpretation or announcement (whether or not written) by Acquirorthe Company, any Subsidiary of Acquiror or other ERISA Affiliate relating to, or change in participation or coverage under, any Acquiror Company Employee Plan which would materially increase the expense of maintaining such Acquiror Company Employee Plan above the level of expense incurred with respect to such Acquiror Company Employee Plan for the most recent fiscal year included in the Financial Statements. No Acquiror Company Employee Plan will be subject to any surrender fees or service fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. (f) Neither Acquiror the Company nor any Subsidiary of Acquiror or current or former ERISA Affiliate currently maintains, sponsors, participates in or contributes to, or has ever maintained, established, sponsored, participated in, or contributed to, any pension plan (within the meaning of Section 3(2) of ERISA) which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (g) Neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate is a party to, or has made any contribution to or otherwise incurred any obligation under, any “"multiemployer plan” " as such term is defined in Section 3(37) of ERISA or any “"multiple employer plan” " as such term is defined in Section 413(c) of the Code. (h) Each compensation and benefit plan maintained or contributed to by Acquiror the Company or any Subsidiary of Acquiror under the law or applicable custom or rule of the relevant jurisdiction outside of the United States (each such plan, a “Foreign Plan”"FOREIGN PLAN") is listed in Schedule 3.16(h2.13(h) of the Acquiror Schedule of ExceptionsCompany Disclosure Letter. As regards each Foreign Plan, (i) such Foreign Plan is in material compliance with the provisions of the Legal Requirements of each jurisdiction in which such Foreign Plan is maintained, to the extent those Legal Requirements are applicable to such Foreign Plan, (ii) all contributions to, and material payments from, such Foreign Plan which may have been required to be made in accordance with the terms of such Foreign Plan, and, when applicable, the Legal Requirements of the jurisdiction in which such Foreign Plan is maintained, have been timely made or shall be made by the Closing Date, and all such contributions to such Foreign Plan, and all payments under such Foreign Plan, for any period ending before the Closing Date that are not yet, but will be, required to be made, are reflected as an accrued liability on the Acquiror Company Balance Sheet, (iii) Acquirorthe Company, each Subsidiary of AcquirorSubsidiary, and each ERISA Affiliate has materially complied with all applicable reporting and notice requirements, and such Foreign Plan has obtained from the Governmental Entity having jurisdiction with respect to such Foreign Plan any required determinations, if any, that such Foreign Plan is in compliance with the Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan, (iv) such Foreign Plan has been administered in all material respects at all times in accordance with its terms and applicable Legal Requirements, (v) to the knowledge of Acquirorthe Company, there are no pending investigations by any governmental body involving such Foreign Plan, and no pending claims (except for claims for benefits payable in the normal operation of such Foreign Plan), suits or proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan, (vi) the consummation of the transactions contemplated by this Agreement will not by itself create or otherwise result in any Liability liability with respect to such Foreign Plan, and (vii) except as required by applicable Legal Requirements, no condition exists that would prevent Acquiror the Company or any of its Subsidiaries from terminating or amending any Foreign Plan at any time for any reason in accordance with the terms of each such Foreign Plan without the payment of any fees, costs or expenses (other than the payment of benefits accrued on through the Acquiror Balance Sheet date of termination and any normal and reasonable expenses typically incurred in a termination event). The benefits available under all Foreign Plans in the aggregate do not provide materially greater benefits to employees of Acquiror the Company or any Subsidiary of Acquiror participating in such plans than the benefits available under the Acquiror Company Employee Plans for employees of Acquiror the Company or any Subsidiary of Acquiror in the United States. No Foreign Plan has unfunded Liabilities liabilities that will not be offset by insurance or that are not fully accrued on the financial statements of Acquirorthe Company in accordance with GAAP. (i) Schedule 3.16(i2.13(i) of the Acquiror Schedule of Exceptions Company Disclosure Letter lists as of the Agreement Date each employee of Acquiror the Company or any Subsidiary of Acquiror who is not fully available to perform work because of disability or other leave and also lists, with respect to each such employee, the basis of such disability or leave and the anticipated date of return to full service. (j) None of the execution and delivery of this Agreement, the consummation of the Merger or any other transaction contemplated hereby or any termination of employment or service in connection therewith or subsequent thereto will, individually or together with the occurrence of some other event, (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, (ii) materially increase or otherwise enhance any benefits otherwise payable by the Company or any Subsidiary, (iii) result in the acceleration of the time of payment or vesting of any such benefits, except as required under Section 411(d)(3) of the Code,

Employee Benefit Plans and Employee Matters. (a) Schedule 3.16(a3.26(a) of the Acquiror Schedule of Exceptions lists, with respect to Acquirorthe Company, 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 meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit 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 Ten Thousand Dollars ($10,000), (iii) all stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, wellness program, employee assistance program, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, employees and (vi) all employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of Acquiror the Company or any Subsidiary of Acquiror of greater than Ten Thousand Dollars ($10,000 10,000) remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of Acquiror the Company or any Subsidiary of Acquiror (all of the foregoing described in clauses (i) through (vi), collectively, the “Acquiror Company Employee Plans”; provided, that any plan, program or arrangement that qualifies as a Foreign Plan as defined below shall be excluded from the definition of Company Employee Plan). (b) Acquiror The Company has furnished made available to Target’s counsel Parent a true, correct and complete copy of each of the Acquiror Company Employee Plans and Foreign Plans, to the extent the Company has any such plans, and related plan documents (including without limitation, as applicable, trust documents, plan amendments, insurance policies or Contractscontracts, evidence of coverage, administrative services agreements, employee booklets, summary plan descriptions descriptions, summary of material modifications and other authorizing documents, and any material employee communications relating thereto) and has, with respect to each Acquiror Company Employee Plan which that is subject to ERISA reporting requirements, delivered made available to Target’s counsel Parent true, correct and complete copies of the Form 5500 reports filed for the last three plan years. Any Acquiror Company Employee Plan intended to be qualified under Section 401(a) of the Code has either obtained from the Internal Revenue Service a favorable determination letter as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has applied (or has time remaining in which to apply) to the Internal Revenue Service for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer, and, to the Company’s knowledge, nothing has occurred since the issuance of each such letter that would reasonably be expected to cause the loss of the Tax-qualified status of any Company Employee Plan subject to Section 401(a) of the Code. Acquiror The Company has also delivered made available to Target Parent a true, correct and complete copy of the most recent Internal Revenue Service determination or opinion letter issued with respect to each such Acquiror Employee Plan, and nothing has occurred since the issuance of each such letter which would reasonably be expected to cause the loss of the Tax-qualified status of any Acquiror Employee Plan subject to Section 401(a) of the Code. Acquiror has also delivered to Target all registration statements and prospectuses prepared in connection with each Acquiror Company Employee Plan. No employee of Acquiror or any Subsidiary of Acquiror and no person subject to any health plan of Acquiror or any Subsidiary of Acquiror has made medical claims through any such health plan during Neither the 12 months preceding the Agreement Date for more than $25,000 in the aggregate for which Acquiror or such Subsidiary of Acquiror is directly responsible. For the purposes of the forgoing sentence, any exception to such representation and warranty set forth in the Acquiror Schedule of Exceptions shall be stated generally and shall not identify any employee of Acquiror or such Subsidiary of Acquiror or person subject to any health plan of Acquiror or such Subsidiary of Acquiror who has made medical claims. Neither Acquiror Company nor any Subsidiary of Acquiror sponsors or maintains any material self-funded employee benefit medical plan. Table of Contents. (c) None of the Acquiror Company Employee Plans or Foreign Plans, to the extent the Company has any such plans, promises or provides retiree medical or other retiree welfare life insurance benefits to any person following the termination of their employment other than as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or similar state law. There has been no non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code and not exempt under Section 408 of ERISA and regulatory guidance thereunderCode) with respect to any Acquiror Company Employee Plan, which could reasonably be expected Plan that would result in material liability to result, individually or in the aggregate with any such other “prohibited transactions,” in a material Liability to Acquiror or any of its SubsidiariesCompany. Each Acquiror Company Employee Plan has been administered and maintained, in all material respects, in accordance with its terms and in compliance with the requirements prescribed by any and all statutes, rules and regulations (including ERISA and the Code), and Acquiror, each Subsidiary of Acquiror and each ERISA Affiliate has performed all obligations required to be performed by it under, is not in any material respect in default under or in violation of, and has no knowledge of any material default or violation by any other party to, any of the Acquiror Employee Plans. Neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate is subject to any material Liability or penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of the Acquiror Company Employee Plans. All contributions required to be made by Acquirorthe Company, any Subsidiary of Acquiror or any ERISA Affiliate to any Acquiror Company Employee Plan have been made on or before their due dates and a and/or an reasonable amount has been accrued for such contributions to each Acquiror applicable Company Employee Plan for the current plan years (and no further contributions will be due or will have accrued thereunder as of the Closing Date, other than contributions accrued in the ordinary course of business, consistent with past practice, after the Acquiror Balance Sheet Date as a result of the operations of Acquiror and its Subsidiaries after the Acquiror Balance Sheet Date)Plan. In addition, with respect to each Acquiror Company Employee Plan intended to include a Code Section 401(k) arrangement, Acquirorthe Company, its the Subsidiaries and or any ERISA Affiliates Affiliates, except as could not reasonably be expected to result in material liability to the Company or the Subsidiaries, have at all times made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issued by the United States Department of Labor. No Acquiror Company Employee Plan is covered by, and neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate has incurred or expects would be expected to incur any Liability under Title IV of ERISA or Section 412 of the Code. Each Acquiror Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to AcquirorParent, the Surviving Corporation and/or any Subsidiary of Acquiror (other than ordinary administrative expenses typically incurred in a termination eventexpenses). With respect to each Acquiror Employee Plan subject to ERISA as either an employee pension benefit plan within the meaning of Section 3(2) of ERISA or an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, Acquiror has prepared in good faith and timely filed all requisite governmental reports (which were true, correct and complete as of the date filed), including any required audit reports, and has properly and timely filed and distributed or posted all notices and reports to employees required to be filed, distributed or posted with respect to each such Acquiror Employee Plan. No suit, administrative proceeding, action or other litigation has been broughtis pending, or to the knowledge of Acquirorthe Company, is threatened, against or with respect to any such Acquiror Company Employee Plan or fiduciary thereto or against the assets of any Company Employee Plan, including any audit or inquiry by the Internal Revenue Service or Service, United States Department of LaborLabor or other Governmental Entity. (d) With respect to each Acquiror Company Employee Plan, each of Acquiror the Company and each United States Subsidiary of Acquiror has complied complied, in each case in all material respects and to the extent applicable to each Company Employee Plan, with (i) the applicable health care continuation and notice provisions of COBRA or similar state law and the regulations (including the COBRA provisions set forth in the American Recovery and Reinvestment Act of 2009 and any applicable proposed regulations) thereunder, (ii) the applicable requirements of the Family Medical and Leave Act of 1993 and the regulations (including proposed regulations) thereunder, (iii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations (including proposed regulations) thereunder, (iv) the applicable requirements of the Americans with Disabilities Act of 1990, as amended and the regulations (including proposed regulations) thereunder, (v) the Age Discrimination in Employment Act of 1967, as amended, and (vi) the applicable requirements of the Women’s Health and Cancer Rights Act of 1998 and the regulations (including proposed regulations) thereunder. Table of Contents. (e) There has been no amendment to, or written interpretation or formal or informal announcement (whether or not written) by Acquiror, the Company or any Subsidiary of Acquiror or other ERISA Affiliate relating to, or change in participation or coverage under, any Acquiror Company Employee Plan which that would materially increase the expense of maintaining such Acquiror Company Employee Plan above the level of expense incurred with respect to such Acquiror Company Employee Plan for the most recent fiscal year included in the Financial Statements. No Acquiror Employee Plan will be subject to any surrender fees or service fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. (f) Neither Acquiror the Company nor any Subsidiary of Acquiror or current or former ERISA Affiliate currently maintains, sponsors, participates in or contributes to, or has ever maintained, established, sponsored, participated in, or contributed to, any pension plan (within the meaning of Section 3(2) of ERISA) which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (g) Neither Acquiror nor any Subsidiary of Acquiror or ERISA Affiliate is a party to, or has made any contribution to or otherwise incurred any obligation under, any “multiemployer plan” as such term is defined in Section 3(37) of ERISA or any “multiple employer plan” as such term is defined in Section 413(c) of the Code. (hg) Each material compensation and benefit plan maintained or contributed to by Acquiror the Company or any Subsidiary that is subject to the laws of Acquiror under the law or applicable custom or rule of the relevant a jurisdiction outside of the United States (each such plan, to the extent the Company has any such plans, a “Foreign Plan” and all such plans, collectively, the “Foreign Plans”) is listed in Schedule 3.16(h) of the Acquiror Schedule of Exceptions3.26(b). As regards each Foreign Plan, to the extent the Company has any such plans, (i) such Foreign Plan is in material compliance with the provisions of the Legal Requirements Laws of each jurisdiction in which such Foreign Plan is maintained, to the extent those Legal Requirements Laws are applicable to such Foreign Plan, (ii) all material contributions to, and material payments from, such Foreign Plan which that may have been required to be made in accordance with the terms of such Foreign Plan, and, when applicable, the Legal Requirements Laws of the jurisdiction in which such Foreign Plan is maintained, have been timely made or shall be made by the Closing Date, and all such contributions to such Foreign Plan, and all payments under such Foreign Plan, for any period ending before the Closing Date that are not yet, but will be, required to be made, are reflected as and/or an amount has been accrued liability on the Acquiror Balance Sheettherefor, (iii) Acquiror, the Company and each Subsidiary of Acquiror, and each ERISA Affiliate has materially complied with all applicable reporting and notice requirements, and such Foreign Plan has obtained from the Governmental Entity having jurisdiction with respect to such Foreign Plan any required determinations, if any, that such Foreign Plan is in compliance with the Legal Requirements Laws of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan, (iv) such Foreign Plan has been administered in all material respects at all times in accordance with its terms and applicable Legal Requirementsterms, (v) to the knowledge of Acquirorthe Company, there are no pending investigations by any governmental body involving such Foreign Plan, and no pending claims (except for claims for benefits payable in the normal operation of such Foreign Plan), suits or proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan, and (vi) the consummation of the transactions contemplated by this Agreement will not by itself create or otherwise result in any material Liability with respect to such Foreign Plan. (h) None of the execution and delivery of this Agreement, and the consummation of the Merger or any other transaction contemplated by this Agreement or any termination of employment or service or any other event in connection therewith or subsequent thereto will, individually or together or with the occurrence of some other event, (viii) result in any material payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, (ii) materially increase or otherwise enhance any benefits otherwise payable by the Company or any Subsidiary under any Company Employee Plan, (iii) result in the acceleration of the time of payment or vesting of any such benefits under any Company Employee Plan, except as required by applicable Legal Requirementsunder Section 411(d)(3) of the Code, no condition exists that would prevent Acquiror (iv) increase the amount of compensation due to any Person under any Company Employee Plan, or any of its Subsidiaries from terminating (v) result in the forgiveness in whole or amending any Foreign Plan at any time for any reason in accordance with the terms of each such Foreign Plan without the payment part of any fees, costs or expenses (other than outstanding loans made by the payment of benefits accrued on the Acquiror Balance Sheet and any normal and reasonable expenses typically incurred in a termination event). The benefits available under all Foreign Plans in the aggregate do not provide materially greater benefits to employees of Acquiror Company or any Subsidiary of Acquiror participating in such plans than the benefits available under the Acquiror Employee Plans for employees of Acquiror or to any Subsidiary of Acquiror in the United States. No Foreign Plan has unfunded Liabilities that will not be offset by insurance or that are not fully accrued on the financial statements of AcquirorPerson. (i) The Company and each Subsidiary is in compliance in all material respects with the Worker Adjustment Retraining Notification Act of 1988, as amended (“WARN Act”), or any similar state or local law. In the past two years, (i) the Company has not effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company, and (iii) the Company has not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law or regulation. The Company has not caused any of its employees to suffer an “employment loss” (as defined in the WARN Act) during the ninety (90) day period prior to the date of this Agreement. (j) There is no agreement, plan, arrangements or contracts covering any current or former employee or other service provider of the Company or any Subsidiary to which the Company is a party or by which the Company is bound that, considered individually or considered collectively with any other such agreements, plans, arrangements or contracts, will, or would reasonably be expected to, as a result of the transactions and agreements contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), give rise directly or indirectly to the payment of any amount that would reasonably be expected to be characterized as a “parachute payment” within the meaning of Section 280G of the Code and the regulations thereunder that would not be deductible by the Company. The Company Capital Stock is not readily tradable on an established securities market or otherwise (within the meaning of Section 280G of the Code and the regulations promulgated thereunder). (k) Schedule 3.16(i3.26(k) lists all material “nonqualified deferred compensation plans” (within the meaning of Section 409A(d) of the Acquiror Schedule of Exceptions lists as of Code and the Agreement Date each employee of Acquiror regulations thereunder) to which the Company, or any Subsidiary is a party. Each such nonqualified deferred compensation plan to which the Company or a Subsidiary is a party complies with the requirements of Acquiror who paragraphs (2), (3) and (4) of Section 409A(a) by its terms and has been operated in accordance with such requirements in each case, in all material respects. The exercise price of any and all Company Options is not fully or was at least equal to the fair market value (as determined under Treasury Regulation Section 1.409A-1(b)(5)(iv)) of the Company Common Stock on the date each such Company Option was granted or repriced, and neither the Company nor Parent has incurred or will incur any liability or obligation to withhold taxes under Section 409A of the Code upon the vesting of any Company Options. (l) The Company has made available to perform work because Parent true, correct and complete copies of disability all election statements under Section 83(b) of the Code that are in the Company’s possession or other leave and also lists, subject to its control with respect to each such employeeany unvested securities or other property issued by the Company or any Subsidiary to any of their respective employees, the basis of such disability or leave non-employee directors, consultants and the anticipated date of return to full serviceother service providers.

Employee Benefit Plans and Employee Matters. (a) Schedule 3.16(a2.13(a) of the Acquiror Schedule of Exceptions Company Disclosure Letter lists, with respect to Acquiror, any Subsidiary of Acquiror the Company or its Subsidiaries and any trade or business (whether or not incorporated) which is treated as a single employer with Acquiror the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit 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 $10,000employee, (iii) other than the Company Option Plan, all stock option, stock purchase, phantom stock, stock appreciation right, 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, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of Acquiror the Company or any Subsidiary of Acquiror its Subsidiaries of greater than $10,000 1,000 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of Acquiror the Company or any such Subsidiary of Acquiror (all of the foregoing described in clauses (i) through (vi), collectively, the “Acquiror 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. (b) Acquiror has furnished to Target’s counsel a true, correct and complete copy of each of the Acquiror Employee Plans and related plan documents (including trust documents, insurance policies or Contracts, employee booklets, summary plan descriptions and other authorizing documents, and any material employee communications relating thereto) and has, with respect to each Acquiror Employee Plan which is subject to ERISA reporting requirements, delivered to Target’s counsel true, correct and complete copies of the Form 5500 reports filed for the last three plan years. Any Acquiror Employee Plan intended to be qualified under Section 401(a) of the Code has either obtained from the Internal Revenue Service a favorable determination letter as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has applied (or has time remaining in which to apply) to the Internal Revenue Service for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer. Acquiror has also delivered to Target a true, correct and complete copy of the most recent Internal Revenue Service determination or opinion letter issued with respect to each such Acquiror Employee Plan, and nothing has occurred since the issuance of each such letter which would reasonably be expected to cause the loss of the Tax-qualified status of any Acquiror Employee Plan subject to Section 401(a) of the Code. Acquiror has also delivered to Target all registration statements and prospectuses prepared in connection with each Acquiror Employee Plan. No employee of Acquiror or any Subsidiary of Acquiror and no person subject to any health plan of Acquiror or any Subsidiary of Acquiror has made medical claims through any such health plan during the 12 months preceding the Agreement Date for more than $25,000 in the aggregate for which Acquiror or such Subsidiary of Acquiror is directly responsible. For the purposes of the forgoing sentence, any exception to such representation and warranty set forth in the Acquiror Schedule of Exceptions shall be stated generally and shall not identify any employee of Acquiror or such Subsidiary of Acquiror or person subject to any health plan of Acquiror or such Subsidiary of Acquiror who has made medical claims. Neither Acquiror nor any Subsidiary of Acquiror sponsors or maintains any self-funded employee benefit plan. Table of Contents (c) None of the Acquiror Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person other than as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or similar state lawlaw and the Company has complied with the requirements of COBRA. There To the Knowledge of the Company, there has been no “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code and not exempt under Section 408 of ERISA and regulatory guidance thereunder) with respect to any Acquiror Company Employee Plan, which could reasonably be expected to result, individually or in the aggregate with any such other “prohibited transactions,” in a material Liability to Acquiror or any of its Subsidiaries. Each Acquiror Company Employee Plan has been administered in accordance with its terms and in substantial compliance with the requirements prescribed by any and all statutes, rules and regulations (including ERISA and the Code), and Acquiror, each Subsidiary of Acquiror the Company and each ERISA Affiliate has performed all obligations required to be performed by it under, is not in any material respect in default under or in violation of, and has no knowledge Knowledge of any material default or violation by any other party to, any of the Acquiror Company Employee Plans. Neither Acquiror nor any Subsidiary of Acquiror or ERISA Affiliate is subject to any Liability or penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of the Acquiror Employee Plans. All contributions required to be made by Acquiror, any Subsidiary of Acquiror or any ERISA Affiliate to any Acquiror Employee Plan have been made on or before their due dates and a reasonable amount has been accrued for contributions to each Acquiror Employee Plan for the current plan years (and no further contributions will be due or will have accrued thereunder as of the Closing Date, other than contributions accrued in the ordinary course of business, consistent with past practice, after the Acquiror Balance Sheet Date as a result of the operations of Acquiror and its Subsidiaries after the Acquiror Balance Sheet Date). In addition, with respect to each Acquiror Employee Plan intended to include a Code Section 401(k) arrangement, Acquiror, its Subsidiaries and ERISA Affiliates have at all times made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issued by the United States Department of Labor. No Acquiror Company Employee Plan is covered by, and neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate has incurred or expects to incur any Liability under Title IV of ERISA or Section 412 of the Code. Each Acquiror Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Acquiror, the Surviving Corporation and/or any Subsidiary of Acquiror Acquirer (other than ordinary administrative expenses typically incurred in a termination event). With respect to each Acquiror Employee Plan subject to ERISA as either an employee pension benefit plan within the meaning of Section 3(2) of ERISA or an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, Acquiror has prepared in good faith and timely filed all requisite governmental reports (which were true, correct and complete as of the date filed), including any required audit reports, and has properly and timely filed and distributed or posted all notices and reports to employees required to be filed, distributed or posted with respect to each such Acquiror Employee Plan. No suit, administrative proceeding, action action, litigation or other litigation claim has been brought, or to the knowledge Knowledge of Acquirorthe Company, is threatened, against or with respect to any such Acquiror Company Employee Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. (d) With respect to each Acquiror Employee Plan, each of Acquiror and each United States Subsidiary of Acquiror has complied with (i) the applicable health care continuation and notice provisions of COBRA or similar state law and the regulations (including proposed regulations) thereunder, (ii) the applicable requirements of the Family Medical and Leave Act of 1993 and the regulations (including proposed regulations) thereunder, (iii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations (including proposed regulations) thereunder, (iv) the applicable requirements of the Americans with Disabilities Act of 1990, as amended and the regulations (including proposed regulations) thereunder, (v) the Age Discrimination in Employment Act of 1967, as amended, and (vi) the applicable requirements of the Women’s Health and Cancer Rights Act of 1998 and the regulations (including proposed regulations) thereunder. Table of Contents (e) There has been no amendment to, written interpretation or announcement (whether or not written) by Acquiror, any Subsidiary of Acquiror or other ERISA Affiliate relating to, or change in participation or coverage under, any Acquiror Employee Plan which would materially increase the expense of maintaining such Acquiror Employee Plan above the level of expense incurred with respect to such Acquiror Employee Plan for the most recent fiscal year included in the Financial Statements. No Acquiror Employee Plan will be subject to any surrender fees or service fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. (fc) Neither Acquiror the Company nor any Subsidiary of Acquiror or current or former ERISA Affiliate currently maintains, sponsors, participates in or contributes to, or has ever maintained, established, sponsored, participated in, or contributed to, any pension plan (within the meaning of Section 3(2) of ERISA) which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (gd) Neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate is a party to, or has made any contribution to or otherwise incurred any obligation under, any “multiemployer plan” as such term is defined in Section 3(37) of ERISA or any “multiple employer plan” as such term is defined in Section 413(c) of the Code. (he) Each compensation and benefit plan Company Employee Plan sponsored, maintained or contributed to by Acquiror or any Subsidiary of Acquiror 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 in Schedule 3.16(h2.13(e) of the Acquiror Schedule of ExceptionsCompany Disclosure Letter. As regards each Each Foreign Plan, (i) such Foreign Plan is in material compliance with its terms and the provisions of the Legal Requirements of each jurisdiction in which such Foreign Plan is maintained, to the extent those Legal Requirements are applicable to such Foreign Plan, (ii) all contributions to, and material payments from, such Foreign Plan which may have been required to be made in accordance with the terms of such Foreign Plan, and, when applicable, the Legal Requirements of the jurisdiction in which such Foreign Plan is maintained, have been timely made or shall be made by the Closing Date, and all such contributions to such Foreign Plan, and all payments under such Foreign Plan, for any period ending before the Closing Date that are not yet, but will be, required to be made, are reflected as an accrued liability on the Acquiror Balance Sheet, (iii) Acquiror, each Subsidiary of Acquiror, and each ERISA Affiliate has materially complied with all applicable reporting and notice requirements, and such Foreign Plan has obtained from the Governmental Entity having jurisdiction with respect to such Foreign Plan any required determinations, if any, that such Foreign Plan is in compliance with the Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan, (iv) such Foreign Plan has been administered in all material respects at all times in accordance with its terms and applicable Legal Requirements, (v) to the knowledge of Acquiror, there are no pending investigations by any governmental body involving such Foreign Plan, and no pending claims (except for claims for benefits payable in the normal operation of such Foreign Plan), suits or proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan, (vi) the consummation of the transactions contemplated by this Agreement will not by itself create or otherwise result in any Liability with respect to such Foreign Plan, and (vii) except as required by applicable Legal Requirements, no condition exists that would prevent Acquiror or any of its Subsidiaries the Company from terminating or amending any Foreign Plan at any time for any reason in accordance with the terms of each such Foreign Plan without the payment of any fees, costs or expenses (other than the payment of benefits accrued on the Acquiror Balance Sheet Company balance sheet and any normal and reasonable expenses typically incurred in a termination event. (f) Each of the Company and its Subsidiaries is in compliance in all material respects with all currently applicable Legal Requirements respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any unfair labor practice. Each of the Company and its Subsidiaries has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. Each of the Company and its Subsidiaries has maintained adequate up-to-date records regarding the service of its employees and has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants. Neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to 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 consistently with past practice). The benefits available under There is no litigation or controversies pending or, to the Knowledge of the Company, threatened, between the Company or any of its Subsidiaries and any of their respective employees or any trade union or other organization formed for a similar purpose or any other employee representative(s), which controversies have or would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or governmental investigation and, to the Knowledge of the Company, there are no circumstances which are likely to give rise to such litigation or controversies. (g) Schedule 2.13(g) of the Company Disclosure Letter sets forth a true, correct and complete list as of the Agreement Date of all Foreign Plans in severance Contracts and employment Contracts to which the aggregate do not Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound. Neither the Company nor any of its Subsidiaries has any obligation to pay any amount or provide materially greater benefits any benefit to employees any former employee or officer, other than obligations (i) for which Company has established a reserve for such amount on the Company Balance Sheet and (ii) pursuant to Contracts entered into after the Company Balance Sheet Date and disclosed on Schedule 2.13(g) of Acquiror the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or other labor union Contract, no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has any duty to bargain with any labor organization. There is no pending demand for recognition or any other request or demand from a labor organization for representative status with respect to any Person employed by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has Knowledge of any activities or proceedings of any labor union or to organize their respective employees. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened which may interfere with the respective business activities of the Company or any of its Subsidiaries. Neither the Company, any Subsidiary of Acquiror participating the Company, nor to the Knowledge of the Company any of their respective representatives or employees, has committed any unfair labor practice in connection with the operation of the Business, and there is no charge or complaint against the Company by the National Labor Relations Board or any comparable Governmental Entity pending or to the Knowledge of the Company, threatened. (h) To the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation of any term of any employment agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such plans than employee to be employed by the benefits available Company because of the nature of the Business or to the use of trade secrets or proprietary information of others. Except as set forth on Schedule 2.13(h) of the Company Disclosure Letter, no employee of the Company or any of its Subsidiaries has given notice to the Company or such Subsidiary or is under a notice of dismissal, nor does the Acquiror Employee Plans for Company or such Subsidiary otherwise have knowledge, that any such employee intends to terminate his or her employment with the Company or such Subsidiary. The employment of the employees of Acquiror the Company or any of its Subsidiaries is “at will” and neither the Company nor any of its Subsidiaries has any obligation to provide any particular form or period of notice prior to terminating the employment of any of their respective employees, except as set forth on Schedule 2.13(h) of the Company Disclosure Letter. As of the date hereof, neither the Company nor any of its Subsidiaries has (i) entered into any Contract that obligates or purports to obligate Acquirer to make an offer of employment to any present or former employee or consultant of the Company or such Subsidiary and/or (ii) promised or otherwise provided any assurances (contingent or otherwise) to any present or former employee or consultant of the Company or such Subsidiary of Acquiror in any terms or conditions of employment with Acquirer following the United States. No Foreign Plan has unfunded Liabilities that will not be offset by insurance or that are not fully accrued on the financial statements of AcquirorClosing Date. (i) Schedule 3.16(i2.13(i) of the Acquiror Schedule of Exceptions lists as Company Disclosure Letter sets forth a true, correct and complete list of the Agreement Date names, positions and rates of compensation of all officers, directors, and employees of the Company, showing each employee such person’s name, position, annual base salary, target bonus and target commissions, status as exempt/non-exempt, for the current fiscal year and the most recently completed fiscal year. (j) The Company has provided to Acquirer a true, correct and complete list of Acquiror all of its consultants, advisory board members and independent contractors and for each the initial date of the engagement and whether the engagement has been terminated by written notice by either party. (k) The Company has provided to Acquirer’s counsel true, correct and complete copies of each of the following: all forms of offer letters; all forms of employment agreements and severance agreements; all forms of services agreements and agreements with current and former consultants and/or advisory board members; all forms of confidentiality, non-competition or inventions agreements between current and former employees/consultants and the Company (and a true, correct and complete list of employees, consultants and/or others not subject thereto); the most current management organization chart(s); all agreements and/or insurance binders, which insurance binders shall provide a complete and correct summary of the underlying insurance policies, providing for the indemnification of any Subsidiary officers or directors of Acquiror who is not fully available the Company and a summary of Liability for termination payments to perform work because current and former directors, officers and employees of disability or other leave the Company. (l) The Company has delivered to Acquirer true and also lists, complete copies of all election statements under Section 83(b) of the Code that are in the Company’s possession with respect to each such any unvested securities or other property issued by the Company or any ERISA Affiliate to any of their respective employees, non-employee directors, consultants and other service providers. (m) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement or any termination of employment or service or any other event in connection therewith or subsequent thereto will, individually or together or with the occurrence of some other event, (whether contingent or otherwise), (i) result in any material payment or benefit (including severance, unemployment compensation, golden parachute, bonus or otherwise), except as permitted by Section 1.8(a)(iv), becoming due or payable, or required to be provided, to any current or former employee, director, independent contractor or consultant, (ii) materially increase the basis amount or value of any benefit or compensation otherwise payable or required to be provided to any current or former employee, director, independent contractor or consultant, (iii) result in the acceleration of the time of payment, vesting or funding of any such disability benefit or leave and compensation, (iv) increase the anticipated date amount of return compensation due to full service.any Person, or (v) result in the forgiveness in whole or in part of any outstanding loans made by the Company to any Person. No amount paid or payable by the Company in connection with the transactions contemplated by this Agreement, whether alone or in combination with another event, will be an “excess parachute payment” within the meaning of Code Section 280G or Code Section 4999 or will not be deductible by the Company by reason of Code Section 280G.

Employee Benefit Plans and Employee Matters. (a) Schedule 3.16(a2.13(a) of the Acquiror Schedule Company Disclosure Letter lists, as of Exceptions liststhe Agreement Date, with respect to Acquiror, the Company or 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 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, 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, (iviii) all material written bonus, pension, profit sharing, savings, severanceseverance in an amount exceeding $200,000, retirement, or deferred compensation plans or programs, or other material written incentive plansplans or programs, programs or arrangementsin all cases, that are applicable to more than one (1) employee, (viv) all other material fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (viv) all any material employment or executive 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, 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 employeedirector, officer, employee or consultant or non-employee director (provided that, for former directors, officers, employees and consultants, such agreements need only be listed if unsatisfied obligations of Acquiror the Company or any Subsidiary of Acquiror 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 “Acquiror Company Employee Plans”). (b) Acquiror The Company has furnished made available to Target’s counsel Parent a true, correct and complete copy of each of the Acquiror current Company Employee Plans and and, as applicable, related material plan documents (including material trust documents, insurance policies or Contracts, employee booklets, registration statements, prospectuses and summary plan descriptions and other authorizing documents, documents and any material employee communications relating thereto) and hasand, with respect to each Acquiror such Company Employee Plan which that is subject to ERISA reporting requirements, delivered has made available to Target’s counsel Parent true, correct and complete copies of the Form 5500 reports filed for the last three plan years. Any Acquiror Company Employee Plan intended to be qualified under Section 401(a) of the Code has either obtained from the Internal Revenue Service a favorable determination letter as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has applied (or has time remaining in which to apply) to the Internal Revenue Service for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer. Acquiror The Company has also delivered made available to Target Parent a true, correct and complete copy of the most recent Internal Revenue Service determination or opinion letter issued with respect to each such Acquiror Company Employee Plan. (c) Except as would not, and nothing has occurred since individually or in the issuance of each such letter which would aggregate, reasonably be expected to cause be material to the loss Company and the Subsidiaries, taken as a whole, none of the Tax-qualified status of any Acquiror Employee Plan subject to Section 401(a) of the Code. Acquiror has also delivered to Target all registration statements and prospectuses prepared in connection with each Acquiror Employee Plan. No employee of Acquiror or any Subsidiary of Acquiror and no person subject to any health plan of Acquiror or any Subsidiary of Acquiror has made medical claims through any such health plan during the 12 months preceding the Agreement Date for more than $25,000 in the aggregate for which Acquiror or such Subsidiary of Acquiror is directly responsible. For the purposes of the forgoing sentence, any exception to such representation and warranty set forth in the Acquiror Schedule of Exceptions shall be stated generally and shall not identify any employee of Acquiror or such Subsidiary of Acquiror or person subject to any health plan of Acquiror or such Subsidiary of Acquiror who has made medical claims. Neither Acquiror nor any Subsidiary of Acquiror sponsors or maintains any self-funded employee benefit plan. Table of Contents (c) None of the Acquiror Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person other than as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) ), or similar state law. There has been no “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code and not exempt under Section 408 of ERISA and regulatory guidance thereunder) with respect to any Acquiror Employee Plan, which could reasonably be expected to resultExcept as would not, individually or in the aggregate with any such other “prohibited transactions,” aggregate, result in material liability to the Company and the Subsidiaries, taken as a material Liability to Acquiror or any of its Subsidiaries. Each Acquiror whole, (i) each Company Employee Plan has been administered in accordance with its terms and in compliance with the requirements prescribed by any and all statutes, rules and regulations Applicable Legal Requirements (including ERISA and the Code), ) and Acquiror, (ii) the Company and each Subsidiary of Acquiror and each ERISA Affiliate has performed all obligations required to be performed by it under, and is not in any material respect in default under or in violation of, and has no knowledge of any material default or violation by any other party to, any of the Acquiror Company Employee Plans. Neither Acquiror nor any Subsidiary of Acquiror Except as would not, individually or ERISA Affiliate is subject in the aggregate, reasonably be expected to any Liability or penalty under Sections 4976 through 4980 of result in material liability to the Code or Title I of ERISA with respect to any of Company and the Acquiror Employee Plans. All Subsidiaries, taken as a whole, all contributions required to be made by Acquiror, the Company or any Subsidiary of Acquiror or any ERISA Affiliate to any Acquiror Company Employee Plan have been made on or before their due dates and and/or a reasonable amount has been accrued for contributions to each Acquiror Employee Plan for the current plan years (and no further contributions will be due or will have accrued thereunder as of the Closing Date, other than contributions accrued in the ordinary course of business, consistent with past practice, after the Acquiror Balance Sheet Date as a result of the operations of Acquiror and its Subsidiaries after the Acquiror Balance Sheet Date). In addition, with respect to each Acquiror Employee Plan intended to include a Code Section 401(k) arrangement, Acquiror, its Subsidiaries and ERISA Affiliates have at all times made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issued by the United States Department of Labor. No Acquiror Employee Plan is covered by, and neither Acquiror nor any Subsidiary of Acquiror or ERISA Affiliate has incurred or expects to incur any Liability under Title IV of ERISA or Section 412 of the Code. Each Acquiror Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Acquiror, the Surviving Corporation and/or any Subsidiary of Acquiror (other than ordinary administrative expenses typically incurred in a termination event). With respect to each Acquiror Employee Plan subject to ERISA as either an employee pension benefit plan within the meaning of Section 3(2) of ERISA or an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, Acquiror has prepared in good faith and timely filed all requisite governmental reports (which were true, correct and complete as of the date filed), including any required audit reports, and has properly and timely filed and distributed or posted all notices and reports to employees required to be filed, distributed or posted with respect to each such Acquiror Company Employee Plan. No suit, administrative proceeding, action or other litigation Legal Proceeding has been brought, or to the knowledge of Acquirorthe Company, is threatened, against or with respect to any such Acquiror Company Employee Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor, that, in each case, would result in material liability to the Company and the Subsidiaries, taken as a whole. (d) With respect to each Acquiror Employee Plan, each of Acquiror and each United States Subsidiary of Acquiror has complied with (i) Neither the applicable health care continuation and notice provisions of COBRA or similar state law and the regulations (including proposed regulations) thereunder, (ii) the applicable requirements of the Family Medical and Leave Act of 1993 and the regulations (including proposed regulations) thereunder, (iii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations (including proposed regulations) thereunder, (iv) the applicable requirements of the Americans with Disabilities Act of 1990, as amended and the regulations (including proposed regulations) thereunder, (v) the Age Discrimination in Employment Act of 1967, as amended, and (vi) the applicable requirements of the Women’s Health and Cancer Rights Act of 1998 and the regulations (including proposed regulations) thereunder. Table of Contents (e) There has been no amendment to, written interpretation or announcement (whether or not written) by Acquiror, any Subsidiary of Acquiror or other ERISA Affiliate relating to, or change in participation or coverage under, any Acquiror Employee Plan which would materially increase the expense of maintaining such Acquiror Employee Plan above the level of expense incurred with respect to such Acquiror Employee Plan for the most recent fiscal year included in the Financial Statements. No Acquiror Employee Plan will be subject to any surrender fees or service fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. (f) Neither Acquiror Company nor any Subsidiary of Acquiror or current or former ERISA Affiliate currently maintains, sponsors, participates in or contributes to, or has ever maintained, established, sponsored, participated in, in or contributed to, in each case within the past six years, any “pension plan plan” (within the meaning of Section 3(2) of ERISA) which that is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (ge) Neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate is a party to, or has made any contribution within the past six years to or otherwise incurred any obligation within the past six years under, any “multiemployer plan” as such term is defined in Section 3(37) of ERISA or any “multiple employer plan” as such term is defined in Section 413(c) of the Code. (hf) Each compensation and benefit plan Company Employee Plan maintained or contributed to by Acquiror the Company or any Subsidiary of Acquiror under the law or applicable custom or rule Applicable Legal Requirements of the relevant jurisdiction outside of the United States (each such plan, a “Foreign Plan”) is listed set forth in Schedule 3.16(h2.13(a) of the Acquiror Schedule of ExceptionsCompany Disclosure Letter. As regards With respect to each Foreign Plan, except as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company and the Subsidiaries, taken as a whole (i) such Foreign Plan is in material compliance with the provisions of the Applicable Legal Requirements of each jurisdiction in which such Foreign Plan is maintained, to the extent those Applicable Legal Requirements are applicable to such Foreign Plan, (ii) all contributions to, and material payments from, such Foreign Plan which may have been that were required to be made in accordance with the terms of such Foreign Plan, and, when applicable, the Applicable Legal Requirements of the jurisdiction in which such Foreign Plan is maintained, have been timely were made or shall be made by the Closing Date, and all such contributions to such Foreign Plan, and all payments under such Foreign Plan, for any period ending before the Closing Date that are not yet, but will be, required to be made, are reflected as an accrued liability on the Acquiror Company Balance SheetSheet where required to be so reflected by GAAP, (iii) Acquiror, each Subsidiary of Acquiror, and each ERISA Affiliate has materially complied with all applicable reporting and notice requirements, and such Foreign Plan has obtained from the Governmental Entity having jurisdiction with respect to such Foreign Plan any required determinations, if any, that such Foreign Plan is in compliance with the Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan, (iv) such Foreign Plan has been administered in all material respects at all times in accordance with its terms and applicable Legal Requirements, (v) to the knowledge of Acquiror, there are no pending investigations by any governmental body involving such Foreign Plan, and no pending claims (except for claims for benefits payable in the normal operation of such Foreign Plan), suits or proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan, (vi) the consummation of the transactions contemplated by this Agreement Merger and the other Transactions will not by itself create or otherwise result in any material Liability with respect to such Foreign Plan, Plan and (viiiv) except as required by applicable Applicable Legal Requirements, no condition exists that would prevent Acquiror the Company or any of its the Subsidiaries from terminating or amending any Foreign Plan at any time for any reason in accordance with the terms of each such Foreign Plan without the payment of any fees, costs or expenses or the incurrence of any Liability (other than the payment of benefits accrued on the Acquiror Company Balance Sheet and any normal and reasonable expenses typically incurred in a termination event). The . (g) None of the execution and delivery of this Agreement, the consummation of the Merger or any other transaction contemplated by this Agreement or any termination of employment or service or any other event in connection therewith or subsequent thereto will, individually or together or with the occurrence of some other event, (i) result in any payment (including severance, golden parachute, bonus or otherwise) becoming due to any Person, (ii) materially increase or otherwise enhance any benefits available under all Foreign Plans otherwise payable by the Company or any Subsidiary, (iii) result in the aggregate do not provide acceleration of the time of payment or vesting of any such benefits, except as required under Section 411(d)(3) of the Code, (iv) materially greater benefits increase the amount of compensation due to employees any Person or (v) result in the forgiveness in whole or in part of Acquiror any outstanding loans made by the Company or any Subsidiary to any Person. (h) Except as would not, in individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Subsidiary is in compliance with all Applicable Legal Requirements respecting employment, discrimination in employment, terms and conditions of Acquiror participating employment, worker classification (including the proper classification of workers as independent contractors and consultants), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any unfair labor practice. Aside from any amounts due in the current payroll or invoice cycle and obligations that are not material in amount, the Company and each Subsidiary has paid in full to all employees, independent contractors and consultants all earned wages, salaries, commissions, bonuses, benefits and other compensation currently due to or on behalf of such plans than employees, independent contractors and consultants. Neither the Company nor any Subsidiary has any material unpaid liability for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits available under the Acquiror Employee Plans or obligations for employees (other than routine payments to be made in the ordinary course of Acquiror business consistent with past practice). To the knowledge of the Company, there are no pending claims against the Company and/or any Subsidiary under any workers compensation plan or policy or for long term disability. Neither the Company nor any Subsidiary has any obligations under COBRA with respect to any former employees or qualifying beneficiaries thereunder, except for obligations that are not material in amount. There are no controversies pending or, to the knowledge of the Company, threatened, between the Company or any Subsidiary and any of Acquiror their respective current or former employees, which material controversies have or would reasonably be expected to result in the United States. No Foreign Plan has unfunded Liabilities that will not be offset by insurance or that are not fully accrued on the financial statements of Acquirora Legal Proceeding before any Governmental Entity. (i) Schedule 3.16(i2.13(i) of the Acquiror Schedule of Exceptions lists Company Disclosure Letter sets forth a true, correct and complete list, as of the Agreement Date, of all Contracts that provide for severance payments or severance benefits upon termination of employment, where the aggregate amount of such payments of benefits exceeds $150,000 to which the Company and/or any Subsidiary is a party or by which the Company and/or any Subsidiary is bound and the terms of which either (i) materially deviate from the terms set forth in the applicable forms made available to Parent or (ii) requires notice in advance of, or would result in material Liability upon, termination of such Contract (other than pursuant to Applicable Legal Requirements). Neither Company nor any Subsidiary has any obligation to pay any material amount or provide any material benefit to any former employee or officer, other than obligations (A) for which Company has established a reserve for such amount on the Company Balance Sheet, to the extent required by GAAP, or (B) pursuant to Contracts entered into after the Company Balance Sheet Date each employee and disclosed on Schedule 2.13(i) of Acquiror the Company Disclosure Letter. (j) Neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement or other labor union Contract, no collective bargaining agreement is being negotiated by the Company or any Subsidiary, and neither the Company nor any Subsidiary has any duty to bargain with any labor organization. There is no pending demand for recognition or any other request or demand from a labor organization for representative status with respect to any Person employed by the Company or any Subsidiary. To the knowledge of the Company, there are no activities or proceedings of any labor union or to organize the employees of the Company or any of the Subsidiaries. There is no labor dispute, strike or work stoppage against the Company or any Subsidiary pending or, to the knowledge of Acquiror who the Company, threatened that may interfere with the respective business activities of the Company or any Subsidiary. Neither the Company nor any Subsidiary, nor to the knowledge of the Company, any of their respective Representatives, has committed any unfair labor practice in connection with the operation of the Business, and there is not fully no charge or complaint against the Company or any Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or to the knowledge of the Company, threatened. (k) On or prior to the Agreement Date, each of the Company and each Subsidiary has made available to perform work because Parent a true, correct and complete list of disability all of its current consultants, advisory board members and independent contractors (other than contractors who are provided with less than $300,000 of compensation annually for the services provided). (l) The employment of each of the employees of the Company or other leave any Subsidiary is “at will” (except for non-U.S. employees of the Company or any Subsidiary located in a jurisdiction that does not recognize the “at will” employment concept) and also listsneither the Company nor any Subsidiary has any obligation to provide any particular form or period of notice prior to terminating the employment of any of their respective employees, except for any particular form or period of notice required by Applicable Legal Requirements or as set forth in employment agreements with respect to each such employee, non-U.S. employees of the basis of such disability or leave Company and the anticipated date Subsidiaries. (m) The Company and each Subsidiary is in compliance, and, for the past two years has complied, in all material respects with the Worker Adjustment Retraining Notification Act of return 1988, as amended (“WARN Act”), or any similar state or local Applicable Legal Requirements. In the past two years, (i) the Company has not effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company and (iii) the Company has not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to full servicetrigger application of any similar state, local or foreign Applicable Legal Requirements. Neither the Company nor any Subsidiary has caused any of its respective employees to suffer an “employment loss” (as defined in the WARN Act) during the 90-day period ending on the Agreement Date.

Employee Benefit Plans and Employee Matters. (a) 3.15.1. Schedule 3.16(a) 3.15.1 of the Acquiror Disclosure Schedule of Exceptions lists, with respect to Acquiror, any Subsidiary of Acquiror the Company and any trade or business (whether or not incorporated) which is treated as a single employer with Acquiror the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit 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 stock option, stock purchase, phantom stock, stock appreciation right, 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, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of Acquiror or any Subsidiary of Acquiror the Company of greater than $10,000 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director manager (or director, as the case may be) of Acquiror or any Subsidiary of Acquiror the Company (all of the foregoing described in clauses (i) through (vi), collectively, the “Acquiror Company Employee Plans”, and each a “Company Employee Plan”). (b) Acquiror 3.15.2. The Company has furnished to Target’s counsel Purchaser a true, correct and complete copy of each of the Acquiror Company Employee Plans and related plan documents (including trust documents, insurance policies or Contracts, employee booklets, summary plan descriptions and other authorizing documents, and any material employee communications relating thereto) and has, with respect to each Acquiror Company Employee Plan which is subject to ERISA reporting requirements, delivered provided to Target’s counsel Purchaser true, correct and complete copies of the Form 5500 reports filed for the last three plan years. Any Acquiror Company Employee Plan intended to be qualified under Section 401(a) of the Code has either obtained from the Internal Revenue Service a favorable determination letter as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has applied (or has time remaining in which to apply) to the Internal Revenue Service for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer. Acquiror The Company has also delivered provided to Target Purchaser a true, correct and complete copy of the most recent Internal Revenue Service determination or opinion letter issued with respect to each such Acquiror Company Employee Plan, and nothing has occurred since the issuance of each such letter which would reasonably be expected to cause the loss of the Tax-qualified status of any Acquiror Company Employee Plan subject to Section 401(a) of the Code. Acquiror The Company has also delivered provided to Target Purchaser all registration statements and prospectuses prepared in connection with each Acquiror Company Employee Plan. All individuals who, pursuant to the terms of any Company Employee Plan, are entitled to participate in any Company Employee Plan, are currently participating in such Company Employee Plan or have been offered an opportunity to do so and have declined in writing. No employee of Acquiror or any Subsidiary of Acquiror the Company and no person subject to any health plan of Acquiror or any Subsidiary of Acquiror the Company has made medical claims through any such health plan during the 12 months preceding the Agreement Date date hereof for more than $25,000 in the aggregate for which Acquiror or such Subsidiary of Acquiror the Company is directly responsible. For the purposes of the forgoing sentence, any exception to such representation and warranty set forth in the Acquiror Schedule of Exceptions Disclosure Letter shall be stated generally and shall not identify any employee of Acquiror or such Subsidiary of Acquiror the Company or person subject to any health plan of Acquiror or such Subsidiary of Acquiror the Company who has made medical claims. Neither Acquiror nor any Subsidiary of Acquiror sponsors The Company does not sponsor or maintains maintain any self-funded employee benefit plan. 3.15.3. Table of Contents (c) None of the Acquiror Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person other than as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) ), or similar state law. There has been no “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code and not exempt under Section 408 of ERISA and regulatory guidance thereunder) with respect to any Acquiror Company Employee Plan, which could reasonably be expected to result, individually or in the aggregate with any such other “prohibited transactions,” in a material Liability to Acquiror or any of its Subsidiaries. Each Acquiror Company Employee Plan has been administered in accordance with its terms and in compliance with the requirements prescribed by any and all statutes, rules and regulations (including ERISA and the Code), and Acquiror, each Subsidiary of Acquiror the Company and each ERISA Affiliate has performed all obligations required to be performed by it under, is not in any material respect in default under or in violation of, and has no knowledge of any material default or violation by any other party to, any of the Acquiror Company Employee Plans. Neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate is subject to any Liability liability or penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of the Acquiror Company Employee Plans. All contributions required to be made by Acquiror, any Subsidiary of Acquiror the Company or any ERISA Affiliate to any Acquiror Company Employee Plan have been made on or before their due dates and a reasonable amount has been accrued for contributions to each Acquiror Company Employee Plan for the current plan years (and no further contributions will be due or will have accrued thereunder as of the Closing Date, other than contributions accrued in the ordinary course of business, consistent with past practice, after the Acquiror Company Balance Sheet Date as a result of the operations of Acquiror and its Subsidiaries Company after the Acquiror Company Balance Sheet Date). In addition, with respect to each Acquiror Company Employee Plan intended to include a Code Section 401(k) arrangement, Acquiror, its Subsidiaries the Company and ERISA Affiliates have at all times made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issued by the United States Department of Labor. No Acquiror Company Employee Plan is covered by, and neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate has incurred or expects to incur any Liability liability under Title IV of ERISA or Section 412 of the Code. Each Acquiror Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without Liability liability to Acquiror, Purchaser and/or the Surviving Corporation and/or any Subsidiary of Acquiror Company (other than ordinary administrative expenses typically incurred in a termination event). With respect to each Acquiror Company Employee Plan subject to ERISA as either an employee pension benefit plan within the meaning of Section 3(2) of ERISA or an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, Acquiror the Company has prepared in good faith and timely filed all requisite governmental reports (which were true, correct and complete as of the date filed), including any required audit reports, and has properly and timely filed and distributed or posted all notices and reports to employees required to be filed, distributed or posted with respect to each such Acquiror Company Employee Plan. No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Acquirorthe Company, is threatened, against or with respect to any such Acquiror Company Employee Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. (d) 3.15.4. With respect to each Acquiror Company Employee Plan, each of Acquiror and each United States Subsidiary of Acquiror the Company has complied with (i) the applicable health care continuation and notice provisions of COBRA or similar state law and the regulations (including proposed regulations) thereunder, (ii) the applicable requirements of the Family Medical and Leave Act of 1993 and the regulations (including proposed regulations) thereunder, (iii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations (including proposed regulations) thereunder, (iv) the applicable requirements of the Americans with Disabilities Act of 1990, as amended and the regulations (including proposed regulations) thereunder, (v) the Age Discrimination in Employment Act of 1967, as amended, and (vi) the applicable requirements of the Women’s Health and Cancer Rights Act of 1998 and the regulations (including proposed regulations) thereunder. 3.15.5. Table of Contents (e) There has been no amendment to, written interpretation or announcement (whether or not written) by Acquiror, the Company or any Subsidiary of Acquiror or other ERISA Affiliate relating to, or change in participation or coverage under, any Acquiror Company Employee Plan which would materially increase the expense of maintaining such Acquiror Company Employee Plan above the level of expense incurred with respect to such Acquiror Company Employee Plan for the most recent fiscal year included in the Financial Statements. No Acquiror Company Employee Plan will be subject to any surrender fees or service fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. (f) 3.15.6. Neither Acquiror the Company nor any Subsidiary of Acquiror or current or former ERISA Affiliate currently maintains, sponsors, participates in or contributes to, or has ever maintained, established, sponsored, participated in, or contributed to, any pension plan (within the meaning of Section 3(2) of ERISA) which is subject to Part 3 of Subtitle subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (g) . Neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate is a party to, or has made any contribution to or otherwise incurred any obligation under, any “multiemployer plan” as such term is defined in Section 3(37) of ERISA or any “multiple employer plan” as such term is defined in Section 413(c) of the Code. (h) 3.15.7. Each compensation and benefit plan maintained or contributed to by Acquiror or any Subsidiary of Acquiror the Company 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 in Schedule 3.16(h) 3.15.7 of the Acquiror Schedule of ExceptionsDisclosure Schedule. As regards each Foreign Plan, (i) such Foreign Plan is in material compliance with the provisions of the Legal Requirements of each jurisdiction in which such Foreign Plan is maintained, to the extent those Legal Requirements are applicable to such Foreign Plan, (ii) all contributions to, and material payments from, such Foreign Plan which may have been required to be made in accordance with the terms of such Foreign Plan, and, when applicable, the Legal Requirements of the jurisdiction in which such Foreign Plan is maintained, have been timely made or shall be made by the Closing Date, and all such contributions to such Foreign Plan, and all payments under such Foreign Plan, for any period ending before the Closing Date that are not yet, but will be, required to be made, are reflected as an accrued liability on the Acquiror Company Balance Sheet, (iii) Acquiror, each Subsidiary of Acquiror, the Company and each ERISA Affiliate has materially complied with all applicable reporting and notice requirements, and such Foreign Plan has obtained from the Governmental Entity having jurisdiction with respect to such Foreign Plan any required determinations, if any, that such Foreign Plan is in compliance with the Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan, (iv) such Foreign Plan has been administered in all material respects at all times in accordance with its terms and applicable Legal Requirements, (v) to the knowledge of Acquirorthe Company, there are no pending investigations by any governmental body involving such Foreign Plan, and no pending claims (except for claims for benefits payable in the normal operation of such Foreign Plan), suits or proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan, (vi) the consummation of the transactions contemplated by this Agreement will not by itself create or otherwise result in any Liability liability with respect to such Foreign Plan, and (vii) except as required by applicable Legal Requirements, no condition exists that would prevent Acquiror or any of its Subsidiaries the Company from terminating or amending any Foreign Plan at any time for any reason in accordance with the terms of each such Foreign Plan without the payment of any fees, costs or expenses (other than the payment of benefits accrued on through the Acquiror Balance Sheet date of termination and any normal and reasonable expenses typically incurred in a termination event). The benefits available under all Foreign Plans in the aggregate do not provide materially greater benefits to employees of Acquiror or any Subsidiary of Acquiror the Company participating in such plans than the benefits available under the Acquiror Company Employee Plans for employees of Acquiror or any Subsidiary of Acquiror the Company in the United States. No Foreign Plan has unfunded Liabilities liabilities that will not be offset by insurance or that are not fully accrued on the financial statements of Acquirorthe Company in accordance with GAAP. (i) Schedule 3.16(i) of the Acquiror Schedule of Exceptions lists as of the Agreement Date each employee of Acquiror or any Subsidiary of Acquiror who is not fully available to perform work because of disability or other leave and also lists, with respect to each such employee, the basis of such disability or leave and the anticipated date of return to full service.

Employee Benefit Plans and Employee Matters. (a) Schedule 3.16(a2.13(a) of the Acquiror Schedule of Exceptions Company Disclosure Letter lists, with respect to Acquiror, any Subsidiary of Acquiror the Company and any trade or business (whether or not incorporated) which is treated as a single employer with Acquiror the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit 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 $10,000employee, (iii) other than the Company Option Plan, all stock option, stock purchase, phantom stock, stock appreciation right, 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, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of Acquiror or any Subsidiary of Acquiror the Company of greater than $10,000 1,000 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of Acquiror or any Subsidiary of Acquiror the Company (all of the foregoing described in clauses (i) through (vi), collectively, the “Acquiror 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. (b) Acquiror has furnished to Target’s counsel a true, correct and complete copy of each of the Acquiror Employee Plans and related plan documents (including trust documents, insurance policies or Contracts, employee booklets, summary plan descriptions and other authorizing documents, and any material employee communications relating thereto) and has, with respect to each Acquiror Employee Plan which is subject to ERISA reporting requirements, delivered to Target’s counsel true, correct and complete copies of the Form 5500 reports filed for the last three plan years. Any Acquiror Employee Plan intended to be qualified under Section 401(a) of the Code has either obtained from the Internal Revenue Service a favorable determination letter as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has applied (or has time remaining in which to apply) to the Internal Revenue Service for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer. Acquiror has also delivered to Target a true, correct and complete copy of the most recent Internal Revenue Service determination or opinion letter issued with respect to each such Acquiror Employee Plan, and nothing has occurred since the issuance of each such letter which would reasonably be expected to cause the loss of the Tax-qualified status of any Acquiror Employee Plan subject to Section 401(a) of the Code. Acquiror has also delivered to Target all registration statements and prospectuses prepared in connection with each Acquiror Employee Plan. No employee of Acquiror or any Subsidiary of Acquiror and no person subject to any health plan of Acquiror or any Subsidiary of Acquiror has made medical claims through any such health plan during the 12 months preceding the Agreement Date for more than $25,000 in the aggregate for which Acquiror or such Subsidiary of Acquiror is directly responsible. For the purposes of the forgoing sentence, any exception to such representation and warranty set forth in the Acquiror Schedule of Exceptions shall be stated generally and shall not identify any employee of Acquiror or such Subsidiary of Acquiror or person subject to any health plan of Acquiror or such Subsidiary of Acquiror who has made medical claims. Neither Acquiror nor any Subsidiary of Acquiror sponsors or maintains any self-funded employee benefit plan. Table of Contents (c) None of the Acquiror Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person other than as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or similar state lawlaw and the Company has 30- complied in all material respects with the requirements of COBRA. There has been no “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code and not exempt under Section 408 of ERISA and regulatory guidance thereunder) with respect to any Acquiror Company Employee Plan, which could reasonably be expected to result, individually or in the aggregate with any such other “prohibited transactions,” in a material Liability to Acquiror or any of its Subsidiaries. Each Acquiror Company Employee Plan has been administered in all material respects in accordance with its terms and in material compliance with the requirements prescribed by any and all statutes, rules and regulations (including ERISA and the Code), and Acquiror, each Subsidiary of Acquiror the Company and each ERISA Affiliate has performed in all material respects all obligations required to be performed by it under, is not in any material respect in default under or in violation of, and has no knowledge of any material default or violation by any other party to, any of the Acquiror Company Employee Plans. Neither Acquiror nor any Subsidiary of Acquiror or ERISA Affiliate is subject to any Liability or penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of the Acquiror Employee Plans. All contributions required to be made by Acquiror, any Subsidiary of Acquiror or any ERISA Affiliate to any Acquiror Employee Plan have been made on or before their due dates and a reasonable amount has been accrued for contributions to each Acquiror Employee Plan for the current plan years (and no further contributions will be due or will have accrued thereunder as of the Closing Date, other than contributions accrued in the ordinary course of business, consistent with past practice, after the Acquiror Balance Sheet Date as a result of the operations of Acquiror and its Subsidiaries after the Acquiror Balance Sheet Date). In addition, with respect to each Acquiror Employee Plan intended to include a Code Section 401(k) arrangement, Acquiror, its Subsidiaries and ERISA Affiliates have at all times made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issued by the United States Department of Labor. No Acquiror Company Employee Plan is covered by, and neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate has incurred or expects to incur any Liability under Title IV of ERISA or Section 412 of the Code. Each Acquiror Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Acquiror, the Surviving Corporation and/or any Subsidiary of Acquiror Acquirer (other than ordinary administrative expenses typically incurred in a termination event). With respect to each Acquiror Employee Plan subject to ERISA as either an employee pension benefit plan within the meaning of Section 3(2) of ERISA or an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, Acquiror has prepared in good faith and timely filed all requisite governmental reports (which were true, correct and complete as of the date filed), including any required audit reports, and has properly and timely filed and distributed or posted all notices and reports to employees required to be filed, distributed or posted with respect to each such Acquiror Employee Plan. No suit, administrative proceeding, action action, litigation or other litigation claim has been brought, or to the knowledge of Acquirorthe Company, is threatened, against or with respect to any such Acquiror Company Employee Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. (d) With respect to each Acquiror Employee Plan, each of Acquiror and each United States Subsidiary of Acquiror has complied with (i) the applicable health care continuation and notice provisions of COBRA or similar state law and the regulations (including proposed regulations) thereunder, (ii) the applicable requirements of the Family Medical and Leave Act of 1993 and the regulations (including proposed regulations) thereunder, (iii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations (including proposed regulations) thereunder, (iv) the applicable requirements of the Americans with Disabilities Act of 1990, as amended and the regulations (including proposed regulations) thereunder, (v) the Age Discrimination in Employment Act of 1967, as amended, and (vi) the applicable requirements of the Women’s Health and Cancer Rights Act of 1998 and the regulations (including proposed regulations) thereunder. Table of Contents (e) There has been no amendment to, written interpretation or announcement (whether or not written) by Acquiror, any Subsidiary of Acquiror or other ERISA Affiliate relating to, or change in participation or coverage under, any Acquiror Employee Plan which would materially increase the expense of maintaining such Acquiror Employee Plan above the level of expense incurred with respect to such Acquiror Employee Plan for the most recent fiscal year included in the Financial Statements. No Acquiror Employee Plan will be subject to any surrender fees or service fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. (fc) Neither Acquiror the Company nor any Subsidiary of Acquiror or current or former ERISA Affiliate currently maintains, sponsors, participates in or contributes to, or has ever maintained, established, sponsored, participated in, or contributed to, any pension plan (within the meaning of Section 3(2) of ERISA) which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (gd) Neither Acquiror the Company nor any Subsidiary of Acquiror or ERISA Affiliate is a party to, or has made any contribution to or otherwise incurred any obligation under, any “multiemployer plan” as such term is defined in Section 3(37) of ERISA or any “multiple employer plan” as such term is defined in Section 413(c) of the Code. (he) Each compensation and benefit plan Company Employee Plan sponsored, maintained or contributed to by Acquiror or any Subsidiary of Acquiror 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 in Schedule 3.16(h2.13(e) of the Acquiror Schedule of ExceptionsCompany Disclosure Letter. As regards each Each Foreign Plan, (i) such Foreign Plan is in compliance in all material compliance respects with its terms and the provisions of the Legal Requirements of each jurisdiction in which such Foreign Plan is maintained, to the extent those Legal Requirements are applicable to such Foreign Plan, (ii) all contributions to, and material payments from, such Foreign Plan which may have been required to be made in accordance with the terms of such Foreign Plan, and, when applicable, the Legal Requirements of the jurisdiction in which such Foreign Plan is maintained, have been timely made or shall be made by the Closing Date, and all such contributions to such Foreign Plan, and all payments under such Foreign Plan, for any period ending before the Closing Date that are not yet, but will be, required to be made, are reflected as an accrued liability on the Acquiror Balance Sheet, (iii) Acquiror, each Subsidiary of Acquiror, and each ERISA Affiliate has materially complied with all applicable reporting and notice requirements, and such Foreign Plan has obtained from the Governmental Entity having jurisdiction with respect to such Foreign Plan any required determinations, if any, that such Foreign Plan is in compliance with the Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan, (iv) such Foreign Plan has been administered in all material respects at all times in accordance with its terms and applicable Legal Requirements, (v) to the knowledge of Acquiror, there are no pending investigations by any governmental body involving such Foreign Plan, and no pending claims (except for claims for benefits payable in the normal operation of such Foreign Plan), suits or proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan, (vi) the consummation of the transactions contemplated by this Agreement will not by itself create or otherwise result in any Liability with respect to such Foreign Plan, and (vii) except as required by applicable Legal Requirements, no condition exists that would prevent Acquiror or any of its Subsidiaries the Company from terminating or amending any Foreign Plan at any time for any reason in accordance with the terms of each such Foreign Plan without the payment of any fees, costs or expenses (other than the payment of benefits accrued on the Acquiror Balance Sheet Company balance sheet and any normal and reasonable expenses typically incurred in a termination event. (f) The Company is in compliance in all material respects with all currently applicable Legal Requirements respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any unfair labor practice. The Company has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. The Company has maintained adequate up-to-date records regarding the service of its employees and has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants. The Company is not liable for any payment to any trust or other fund or to 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 consistently with past practice). There is no litigation or controversies pending or, to the knowledge of the Company, threatened, between the Company and any of its employees or any trade union or other organization formed for a similar purpose or any other employee representative(s), which controversies have or would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or governmental investigation and, to the knowledge of the Company, there are no circumstances which are likely to give rise to such litigation or controversies. (g) Schedule 2.13(g) of the Company Disclosure Letter sets forth a true, correct and complete list as of the Agreement Date of all severance Contracts and employment Contracts to which the Company is a party or by which the Company is bound. The benefits available Company has no obligation to pay any amount or provide any benefit to any former employee or officer, other than obligations (i) for which Company has established a reserve for such amount on the Company Balance Sheet and (ii) pursuant to Contracts entered into after the Company Balance Sheet Date and disclosed on Schedule 2.13(g) of the Company Disclosure Letter. The Company is not a party to or bound by any collective bargaining agreement or other labor union Contract, no collective bargaining agreement is being negotiated by the Company, and the Company has no duty to bargain with any labor organization. There is no pending demand for recognition or any other request or demand from a labor organization for representative status with respect to any Person employed by the Company. The Company has no knowledge of any activities or proceedings of any labor union to organize its employees. There is no labor dispute, strike or work stoppage against the Company pending or, to the knowledge of the Company, threatened which may interfere with the business activities of the Company. Neither the Company, nor to the knowledge of the Company any of its representatives or employees, has committed any unfair labor practice in connection with the operation of the Business, and there is no charge or complaint against the Company by the National Labor Relations Board or any comparable Governmental Entity pending or to the knowledge of the Company, threatened. (h) To the knowledge of the Company, no employee of the Company is in violation of any term of any employment agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company because of the nature of the Business or to the use of trade secrets or proprietary information of others. Except as set forth on Schedule 2.13(h) of the Company Disclosure Letter, no employee of the Company has given notice to the Company or is under all Foreign Plans in a notice of dismissal, nor does the aggregate do not provide materially greater benefits Company have knowledge, that any such employee intends to terminate his or her employment with the Company. The employment of the employees of Acquiror the Company is “at will” and the Company has no obligation to provide any particular form or period of notice prior to terminating the employment of any Subsidiary of Acquiror participating in such plans than its employees, except as set forth on Schedule 2.13(h) of the benefits available under Company Disclosure Letter. As of the Acquiror Employee Plans for employees date hereof, the Company has not (i) entered into any Contract that obligates or purports to obligate Acquirer to make an offer of Acquiror employment to any present or former employee or consultant of the Company and/or (ii) promised or otherwise provided any Subsidiary assurances (contingent or otherwise) to any present or former employee or consultant of Acquiror in the United States. No Foreign Plan has unfunded Liabilities that will not be offset by insurance Company of any terms or that are not fully accrued on conditions of employment with Acquirer following the financial statements of AcquirorClosing Date. (i) Schedule 3.16(i2.13(i) of the Acquiror Schedule of Exceptions lists as Company Disclosure Letter sets forth a true, correct and complete list of the Agreement Date names, positions and rates of compensation of all officers, directors, and employees of the Company, showing each employee such person’s name, position, annual base salary, target bonus and target commissions, status as exempt/non-exempt, for the current fiscal year and the most recently completed fiscal year. (j) The Company has provided to Acquirer a true, correct and complete list of Acquiror all of its consultants, advisory board members and independent contractors and for each the initial date of the engagement and whether the engagement has been terminated by written notice by either party. (k) The Company has provided to Acquirer’s counsel true, correct and complete copies of each of the following: all forms of offer letters; all forms of employment agreements and severance agreements; all forms of services agreements and agreements with current and former consultants and/or advisory board members; all forms of confidentiality, non-competition or inventions agreements between current and former employees/consultants and the Company (and a true, correct and complete list of employees, consultants and/or others not subject thereto); the most current management organization chart(s); all agreements and/or insurance binders, which insurance binders shall provide a complete and correct summary of the underlying insurance policies, providing for the indemnification of any officers or directors of the Company and a summary of Liability for termination payments to current and former directors, officers and employees of the Company. (l) The Company has delivered to Acquirer true and complete copies of all election statements under Section 83(b) of the Code that are in the Company’s possession with respect to any unvested securities or other property issued by the Company or any Subsidiary ERISA Affiliate to any of Acquiror their respective employees, non-employee directors, consultants and other service providers. (m) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement or any termination of employment or service or any other event in connection therewith or subsequent thereto will, individually or together or with the occurrence of some other event, (whether contingent or otherwise), (i) result in any material payment or benefit (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due or payable, or required to be provided, to any current or former employee, director, independent contractor or consultant, (ii) materially increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any current or former employee, director, independent contractor or consultant, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, (iv) increase the amount of compensation due to any Person, or (v) result in the forgiveness in whole or in part of any outstanding loans made by the Company to any Person. No amount paid or payable by the Company in connection with the transactions contemplated by this Agreement, whether alone or in combination with another event, will be an “excess parachute payment” within the meaning of Code Section 280G or Code Section 4999 or will not be deductible by the Company by reason of Code Section 280G. Schedule 2.13(m) of the Company Disclosure Letter lists each Person who is not fully available to perform work because of disability or other leave and also liststhe Company reasonably believes is, with respect to each such employeethe Company and/or any ERISA Affiliate, a “disqualified individual” (within the basis meaning of such disability or leave Section 280G of the Code and the anticipated date of return to full serviceregulations promulgated thereunder).

Employee Benefit Plans and Employee Matters. (a) Schedule 3.16(a2.13(a) of the Acquiror Schedule of Exceptions Disclosure Letter lists, with respect to Acquiror, any Subsidiary of Acquiror the Company and any trade or business (whether or not incorporated) which is treated as a single employer with Acquiror (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Codeits Subsidiaries, (i) all “"employee benefit 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 $10,000employee, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code)benefit, dependent care (Section 129 of the Code)care, life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of Acquiror the Company or any Subsidiary of Acquiror its Subsidiaries of greater than $10,000 500 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of Acquiror the Company or any such Subsidiary of Acquiror (all of the foregoing described in clauses (i) through (vi), collectively, the “Acquiror "Company Employee Plans”"). (b) Acquiror has furnished to Target’s counsel a true, correct and complete copy of each of the Acquiror Employee Plans and related plan documents (including trust documents, insurance policies or Contracts, employee booklets, summary plan descriptions and other authorizing documents, and any material employee communications relating thereto) and has, with respect to each Acquiror Employee Plan which is subject to ERISA reporting requirements, delivered to Target’s counsel true, correct . Correct and complete copies of all material documentation relating to the Company Employee Plans have been provided to Acquirer prior to the Agreement Date, including, without limitation, (i) the last three (3) Form 5500 reports 5500s prepared and filed for each Company Employee Plan established and maintained for TIG, Inc. (including all schedules and attachments, together with any applicable Form 5558 (Extension of Time to File)), and (ii) copies of all coverage and nondiscrimination tests applicable to each Company Employee Plan for the last three (3) plan years, as and if applicable. Any Acquiror Each Company Employee Plan intended to be qualified under Section 401(a) is in compliance with its terms and the provisions of the Code has either obtained from Legal Requirements (including without limitation the Internal Revenue Service a favorable determination letter as to its qualified status under the Code, including all amendments to provisions of ERISA and the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has applied (or has time remaining in which to apply) to the Internal Revenue Service for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer. Acquiror has also delivered to Target a true, correct and complete copy of the most recent Internal Revenue Service determination or opinion letter issued with respect to TIG, Inc.) of each jurisdiction in which such Acquiror Company Employee Plan is maintained, to the extent those Legal Requirements are applicable to such Company Employee Plan, (i) there are no pending investigations by any governmental body involving such Company Employee Plan, and nothing has occurred since no pending claims (except for claims for benefits payable in the issuance normal operation of such Company Employee Plan), suits or proceedings against such Company Employee Plan or asserting any rights or claims to benefits under such Company Employee Plan, (ii) the consummation of the transactions contemplated by this Agreement will not by itself create or otherwise result in any Liability with respect to such Company Employee Plan, and (iii) except as required by applicable Legal Requirements, no condition exists that would prevent the Company from terminating or amending any Company Employee Plan at any time for any reason in accordance with the terms of each such letter which would reasonably be expected to cause Company Employee Plan without the loss of the Tax-qualified status payment of any Acquiror fees, costs or expenses (other than the payment of benefits under such Company Employee Plans and any normal and reasonable expenses typically incurred in a termination event). All governmental agency filings required to be made on behalf of all Company Employee Plans have been timely executed and filed. With respect to any Company Employee Plan subject to Section 401(aestablished, maintained or sponsored by or on behalf of TIG, Inc., (i) none of the Code. Acquiror has also delivered to Target all registration statements and prospectuses prepared in connection with each Acquiror Employee Plan. No employee of Acquiror or any Subsidiary of Acquiror and no person subject to any health plan of Acquiror or any Subsidiary of Acquiror has made medical claims through any such health plan during the 12 months preceding the Agreement Date for more than $25,000 in the aggregate for which Acquiror or such Subsidiary of Acquiror is directly responsible. For the purposes of the forgoing sentence, any exception to such representation and warranty set forth in the Acquiror Schedule of Exceptions shall be stated generally and shall not identify any employee of Acquiror or such Subsidiary of Acquiror or person subject to any health plan of Acquiror or such Subsidiary of Acquiror who has made medical claims. Neither Acquiror nor any Subsidiary of Acquiror sponsors or maintains any self-funded employee benefit plan. Table of Contents (c) None of the Acquiror Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person other than as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”") or similar state law. There law and TIG, Inc. has complied, and the Company has caused TIG, Inc. to comply, with the requirements of COBRA, (ii) there has been no “"prohibited transaction” " (within the meaning of Section 406 of ERISA and Section 4975 of the Code and not exempt under Section 408 of ERISA and regulatory guidance thereunder) with respect to any Acquiror Employee Plan, which could reasonably be expected to result, individually or in the aggregate with any such other “prohibited transactions,” in a material Liability to Acquiror or any of its Subsidiaries. Each Acquiror Employee Plan has been administered in accordance with its terms and in compliance with the requirements prescribed by any and all statutes, rules and regulations (including ERISA and the Code), and Acquiror, each Subsidiary of Acquiror and each ERISA Affiliate has performed all obligations required to be performed by it under, is not in any material respect in default under or in violation of, and has no knowledge of any material default or violation by any other party to, any of the Acquiror Company Employee Plans. Neither Acquiror nor any Subsidiary of Acquiror or ERISA Affiliate is subject to any Liability or penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of the Acquiror Employee Plans. All contributions required to be made by Acquiror, any Subsidiary of Acquiror or any ERISA Affiliate to any Acquiror Employee Plan have been made on or before their due dates and a reasonable amount has been accrued for contributions to each Acquiror Employee Plan for the current plan years (and no further contributions will be due or will have accrued thereunder as of the Closing Date, other than contributions accrued in the ordinary course of business, consistent with past practice, after the Acquiror Balance Sheet Date as a result of the operations of Acquiror and its Subsidiaries after the Acquiror Balance Sheet Date). In addition, with respect to each Acquiror Employee Plan intended to include a Code Section 401(k) arrangement, Acquiror, its Subsidiaries and ERISA Affiliates have at all times made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issued by the United States Department of Labor. No Acquiror Employee Plan is covered by, and neither Acquiror nor any Subsidiary of Acquiror or ERISA Affiliate has incurred or expects to incur any Liability under Title IV of ERISA or Section 412 of the Code. Each Acquiror Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Acquiror, the Surviving Corporation and/or any Subsidiary of Acquiror (other than ordinary administrative expenses typically incurred in a termination event). With respect to each Acquiror Employee Plan subject to ERISA as either an employee pension benefit plan within the meaning of Section 3(2) of ERISA or an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, Acquiror has prepared in good faith and timely filed all requisite governmental reports (which were true, correct and complete as of the date filed), including any required audit reports, and has properly and timely filed and distributed or posted all notices and reports to employees required to be filed, distributed or posted with respect to each such Acquiror Employee Plan. No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Acquiror, is threatened, against or with respect to any such Acquiror Employee Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. (d) With respect to each Acquiror Employee Plan, each of Acquiror and each United States Subsidiary of Acquiror has complied with (i) the applicable health care continuation and notice provisions of COBRA or similar state law and the regulations (including proposed regulations) thereunder, (ii) the applicable requirements of the Family Medical and Leave Act of 1993 and the regulations (including proposed regulations) thereunder, (iii) neither the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations (including proposed regulations) thereunder, (iv) the applicable requirements of the Americans with Disabilities Act of 1990, as amended and the regulations (including proposed regulations) thereunder, (v) the Age Discrimination in Employment Act of 1967, as amended, and (vi) the applicable requirements of the Women’s Health and Cancer Rights Act of 1998 and the regulations (including proposed regulations) thereunder. Table of Contents (e) There has been no amendment to, written interpretation or announcement (whether or not written) by Acquiror, any Subsidiary of Acquiror or other ERISA Affiliate relating to, or change in participation or coverage under, any Acquiror Employee Plan which would materially increase the expense of maintaining such Acquiror Employee Plan above the level of expense incurred with respect to such Acquiror Employee Plan for the most recent fiscal year included in the Financial Statements. No Acquiror Employee Plan will be subject to any surrender fees or service fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. (f) Neither Acquiror Company nor any Subsidiary of Acquiror or current or former ERISA Affiliate currently maintains, sponsors, participates in or contributes to, or has ever maintained, established, sponsored, participated in, or contributed to, any pension plan (within the meaning of Section 3(2) of ERISA) which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. , and (giv) Neither Acquiror neither the Company nor any Subsidiary of Acquiror or ERISA Affiliate is a party to, or has made any contribution to or otherwise incurred any obligation under, any “"multiemployer plan” " as such term is defined in Section 3(37) of ERISA or any “"multiple employer plan” " as such term is defined in Section 413(c) of the Code. . Each of the Company and its Subsidiaries is in compliance in all material respects with all currently applicable Legal Requirements respecting employment, discrimination in employment, terms and conditions of employment, worker classification (h) including the proper classification of workers as independent contractors and consultants), wages, hours and occupational safety and health and employment practices and is not engaged in any unfair labor practice. The Company has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. Each of the Company and its Subsidiaries has maintained adequate up-to-date records regarding the service of its employees and has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and benefit plan maintained consultants. Neither the Company nor any of its Subsidiaries is liable for any payment to any trust or contributed other fund or to by Acquiror 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 consistently with past practice). There is no litigation or controversies pending or, to the knowledge of the Selling Shareholders, threatened, between the Company or any Subsidiary of Acquiror under its Subsidiaries and any of its respective employees or any trade union or other organization formed for a similar purpose or any other employee representative(s), which controversies have or would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or governmental investigation and, to the law or applicable custom or rule knowledge of the Selling Shareholders, there are no circumstances which are likely to give rise to such litigation or controversies. With respect to each Company Employee Plan, appropriate and adequate arrangements have been put in place to ensure that all requirements in relation to the deduction of income tax and social security contributions at source, including making such deductions as are required by law and duly accounting to the relevant jurisdiction outside Tax Authority for all such sums so deducted, are properly complied with in respect to any outstanding options or awards granted under such Company Employee Plan. There is no issue (including the expiry of any award, enterprise agreement or other instrument made or approved under law) which may lead to industrial action by employees or any industrial organization of employees which may reasonably be expected to disrupt the business of the United States (each such plan, a “Foreign Plan”) is listed in Company or cause it to incur material financial expenditure. Schedule 3.16(h2.13(g) of the Acquiror Disclosure Letter sets forth a true, correct and complete list as of the Agreement Date of all severance Contracts and employment Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound. True, up-to-date and complete copies of a representative sample of the contracts of employment between the Company and its Subsidiaries and each category of its employees has been disclosed to the Acquirer and are set forth in Schedule 2.13(g), together with copies of Exceptionsall consultancy agreements, secondment agreements, agreements relating to contract or agency staff, or other similar agreements or arrangements currently in force to which the Company or any of its Subsidiaries is a party. As regards each Foreign PlanNeither the Company nor any of its Subsidiaries has any obligation to pay any amount or provide any benefit to any former employee or officer, other than obligations (i) for which Company has established a reserve for such Foreign Plan is in material compliance with amount on the provisions of the Legal Requirements of each jurisdiction in which such Foreign Plan is maintained, to the extent those Legal Requirements are applicable to such Foreign PlanCompany Balance Sheet, (ii) all contributions to, pursuant to Contracts entered into after the Company Balance Sheet Date and material payments from, such Foreign Plan which may have been required to be made in accordance with the terms of such Foreign Plan, and, when applicable, the Legal Requirements disclosed on Schedule 2.13(g) of the jurisdiction in which such Foreign Plan is maintainedDisclosure Letter, have been timely made or shall be made by the Closing Date, and all such contributions to such Foreign Plan, and all payments under such Foreign Plan, for any period ending before the Closing Date that are not yet, but will be, required to be made, are reflected as an accrued liability on the Acquiror Balance Sheet, (iii) Acquiroras required by applicable law. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or other labor union Contract or staff association agreement, each Subsidiary no collective bargaining agreement is being negotiated by the Company or any of Acquirorits Subsidiaries, and each ERISA Affiliate neither the Company nor any of its Subsidiaries has materially complied any duty to bargain with all applicable reporting and notice requirements, and such Foreign Plan has obtained any labor organization. There is no pending demand for recognition or any other request or demand from the Governmental Entity having jurisdiction a labor organization for representative status with respect to such Foreign Plan any required determinationsPerson employed by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has knowledge of any activities or proceedings of any labor union or to organize their respective employees. There is no labor dispute, if anystrike or work stoppage against the Company or any of its Subsidiaries pending or, that such Foreign Plan is in compliance with the Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan, (iv) such Foreign Plan has been administered in all material respects at all times in accordance with its terms and applicable Legal Requirements, (v) to the knowledge of Acquirorthe Selling Shareholders, there threatened which may interfere with the respective business activities of the Company or any of its Subsidiaries. Neither the Company, any Subsidiary of the Company, nor to the knowledge of the Selling Shareholders any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the Business. To the knowledge of the Selling Shareholders, no employee of the Company or any of its Subsidiaries is in violation of any term of any employment agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any Subsidiary because of the nature of the Business or to the use of trade secrets or proprietary information of others. Except as set forth on Schedule 2.13(h) of the Disclosure Letter, no employee of the Company or any of its Subsidiaries has given notice to the Company or such Subsidiary or is under a notice of dismissal, nor does the Company or such Subsidiary otherwise have knowledge, that any such employee intends to terminate his or her employment with the Company or such Subsidiary. The employment of the employees of the Company or any of its Subsidiaries is "at will", except for those employees employed outside the U.S., and neither the Company nor any of its Subsidiaries has any obligation to provide any particular form or period of notice prior to terminating the employment of any of its employees, except as set forth on Schedule 2.13(h) of the Disclosure Letter or except as required under applicable Legal Requirements outside the U.S. As of the date hereof, other than the Offer Letters, neither the Company nor any of its Subsidiaries (i) entered into any Contract that obligates or purports to obligate Acquirer to make an offer of employment to any present or former employee or consultant of the Company or such Subsidiary and/or (ii) promised or otherwise provided any assurances (contingent or otherwise) to any present or former employee or consultant of the Company or any of its Subsidiaries of any terms or conditions of employment with Acquirer following the Closing Date. Schedule 2.13(h)(i) of the Disclosure Letter sets forth a true, correct and complete list of the names, positions, rates of compensation and pensions of all officers, directors, and employees of the Company and its Subsidiaries, showing each such person's name, name of employing company, date of birth, position, annual base salary, notice period (if any), date of commencement of employment and details of any other emoluments (in whatever form, including non-cash benefits) other than those created under Company Employee Plans or as otherwise required by applicable Legal Requirements. There are no pending investigations by any governmental body involving such Foreign Plan, and no pending claims (except for claims for benefits payable employees who work in the normal operation business carried on by the Company than the employees set out in Schedule 2.13(h)(i) of such Foreign Plan)the Disclosure Letter. Schedule 2.13(h)(ii) of the Disclosure Letter sets forth the names of all employees who have entered into employment arrangements that differ materially from the standard form of employment agreement or arrangement used by the Company and provided to Acquirer. Neither the Company nor any Subsidiary received any notices, suits prosecutions or proceedings against such Foreign Plan fines in respect of any breach or asserting any rights alleged breach of occupational health and safety laws or claims standards within the three (3) years prior to benefits under such Foreign Plan, (vi) the Agreement Date. Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will not by itself create or otherwise any termination of employment or service or any other event in connection therewith or subsequent thereto will, individually or together or with the occurrence of some other event, (i) result in any Liability with respect material payment or benefit (including severance, unemployment compensation, bonus or otherwise) becoming due or payable, or required to be provided, to any current or former employee, director, independent contractor or consultant, (ii) materially increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any current or former employee, director, independent contractor or consultant, (iii) result in the acceleration of the time of payment, vesting or funding of any such Foreign Planbenefit or compensation, and (viiiv) except as required increase the amount of compensation due to any Person, or (v) result in the forgiveness in whole or in part of any outstanding loans made by applicable Legal Requirements, no condition exists that would prevent Acquiror the Company to any Person. All employees of the Company or any of its Subsidiaries from terminating or amending any Foreign Plan at any time for any reason whose employment is governed by an industrial award are paid not less than the relevant award terms. Within a period of one year prior to the date of this Agreement: (i) no change has been made in accordance with the terms of each such Foreign Plan without the payment employment or engagement of any fees, costs employee of the Company or expenses (any of its Subsidiaries other than the payment of benefits accrued on the Acquiror Balance Sheet and any normal and reasonable expenses typically incurred in a termination event). The benefits available under all Foreign Plans in the aggregate do not provide materially greater benefits to employees ordinary course of Acquiror business and no such change, and no negotiation or any Subsidiary of Acquiror participating in request for such plans than the benefits available under the Acquiror Employee Plans for employees of Acquiror changes is due or any Subsidiary of Acquiror in the United States. No Foreign Plan has unfunded Liabilities that will not be offset by insurance or that are not fully accrued on the financial statements of Acquiror. expected within twelve (i12) Schedule 3.16(i) of the Acquiror Schedule of Exceptions lists as of months from the Agreement Date each employee Date; and (ii) neither the Company nor any of Acquiror its Subsidiaries had any arrangements planned or in progress for dismissing any Subsidiary of Acquiror who is not fully available to perform work because its employees by reason of disability redundancy or business reorganization or has started consultations with any trade union or other leave and also lists, with respect employee representatives in relation to each such employee, the basis of such disability or leave and the anticipated date of return to full serviceany proposed redundancies.

Employee Benefit Plans and Employee Matters. (a) Schedule 3.16(a2.16(a) of the Acquiror Target Schedule of Exceptions lists, with respect to AcquirorTarget, any Subsidiary of Acquiror Target and any trade or business (whether or not incorporated) which is treated as a single employer with Acquiror Target (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit 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 stock option, stock purchase, phantom stock, stock appreciation right, 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, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (v) all other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) all employment or executive compensation or severance Table of Contents agreements, written or otherwise, as to which unsatisfied obligations of Acquiror Target or any Subsidiary of Acquiror Target of greater than $10,000 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of Acquiror Target or any Subsidiary of Acquiror Target (all of the foregoing described in clauses (i) through (vi), collectively, the “Acquiror Target Employee Plans”). (b) Acquiror Target has furnished to TargetAcquiror’s counsel a true, correct and complete copy of each of the Acquiror Target Employee Plans and related plan documents (including trust documents, insurance policies or Contracts, employee booklets, summary plan descriptions and other authorizing documents, and any material employee communications relating thereto) and has, with respect to each Acquiror Target Employee Plan which is subject to ERISA reporting requirements, delivered to TargetAcquiror’s counsel true, correct and complete copies of the Form 5500 reports filed for the last three plan years. Any Acquiror Target Employee Plan intended to be qualified under Section 401(a) of the Code has either obtained from the Internal Revenue Service a favorable determination letter as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has applied (or has time remaining in which to apply) to the Internal Revenue Service for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer. Acquiror Target has also delivered to Target Acquiror a true, correct and complete copy of the most recent Internal Revenue Service determination or opinion letter issued with respect to each such Acquiror Target Employee Plan, and nothing has occurred since the issuance of each such letter which would reasonably be expected to cause the loss of the Tax-qualified status of any Acquiror Target Employee Plan subject to Section 401(a) of the Code. Acquiror Target has also delivered to Target Acquiror all registration statements and prospectuses prepared in connection with each Acquiror Target Employee Plan. No employee of Acquiror Target or any Subsidiary of Acquiror Target and no person subject to any health plan of Acquiror Target or any Subsidiary of Acquiror Target has made medical claims through any such health plan during the 12 months preceding the Agreement Date for more than $25,000 in the aggregate for which Acquiror Target or such Subsidiary of Acquiror Target is directly responsible. For the purposes of the forgoing sentence, any exception to such representation and warranty set forth in the Acquiror Target Schedule of Exceptions shall be stated generally and shall not identify any employee of Acquiror Target or such Subsidiary of Acquiror Target or person subject to any health plan of Acquiror Target or such Subsidiary of Acquiror Target who has made medical claims. Neither Acquiror Target nor any Subsidiary of Acquiror Target sponsors or maintains any self-funded employee benefit plan. Table of Contents. (c) None of the Acquiror Target Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person other than as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or similar state law. There has been no “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code and not exempt under Section 408 of ERISA and regulatory guidance thereunder) with respect to any Acquiror Target Employee Plan, which could reasonably be expected to result, individually or in the aggregate with any such other “prohibited transactions,” in a material Liability to Acquiror Target or any of its Subsidiaries. Each Acquiror Target Employee Plan has been administered in accordance with its terms and in compliance with the requirements prescribed by any and all statutes, rules and regulations (including ERISA and the Code), and AcquirorTarget, each Subsidiary of Acquiror Target and each ERISA Affiliate has performed all obligations required to be performed by it under, is not in any material respect in default under or in violation of, and has no knowledge of any material default or violation by any other party to, any of the Acquiror Target Employee Plans. Neither Acquiror Target nor any Subsidiary of Acquiror Target or ERISA Affiliate is subject to any Liability or penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of the Acquiror Target Employee Plans. All contributions required to be made by AcquirorTarget, any Subsidiary of Acquiror Target or any ERISA Affiliate to any Acquiror Target Employee Plan have been made on or before their due dates and a reasonable amount has been accrued for contributions to each Acquiror Target Employee Plan for the current plan years (and no further contributions will be due or will have accrued thereunder as of the Closing Date, other than contributions Table of Contents accrued in the ordinary course of business, consistent with past practice, after the Acquiror Target Balance Sheet Date as a result of the operations of Acquiror Target and its Subsidiaries after the Acquiror Target Balance Sheet Date). In addition, with respect to each Acquiror Target Employee Plan intended to include a Code Section 401(k) arrangement, AcquirorTarget, its Subsidiaries and ERISA Affiliates have at all times made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issued by the United States Department of Labor. No Acquiror Target Employee Plan is covered by, and neither Acquiror Target nor any Subsidiary of Acquiror Target or ERISA Affiliate has incurred or expects to incur any Liability under Title IV of ERISA or Section 412 of the Code. Each Acquiror Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without Liability to Acquiror, the Surviving Corporation and/or any Subsidiary of Acquiror Target (other than ordinary administrative expenses typically incurred in a termination event). With respect to each Acquiror Target Employee Plan subject to ERISA as either an employee pension benefit plan within the meaning of Section 3(2) of ERISA or an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, Acquiror Target has prepared in good faith and timely filed all requisite governmental reports (which were true, correct and complete as of the date filed), including any required audit reports, and has properly and timely filed and distributed or posted all notices and reports to employees required to be filed, distributed or posted with respect to each such Acquiror Target Employee Plan. No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of AcquirorTarget, is threatened, against or with respect to any such Acquiror Target Employee Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. (d) With respect to each Acquiror Target Employee Plan, each of Acquiror Target and each United States Subsidiary of Acquiror Target has complied with (i) the applicable health care continuation and notice provisions of COBRA or similar state law and the regulations (including proposed regulations) thereunder, (ii) the applicable requirements of the Family Medical and Leave Act of 1993 and the regulations (including proposed regulations) thereunder, (iii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations (including proposed regulations) thereunder, (iv) the applicable requirements of the Americans with Disabilities Act of 1990, as amended and the regulations (including proposed regulations) thereunder, (v) the Age Discrimination in Employment Act of 1967, as amended, and (vi) the applicable requirements of the Women’s Health and Cancer Rights Act of 1998 and the regulations (including proposed regulations) thereunder. Table of Contents. (e) There has been no amendment to, written interpretation or announcement (whether or not written) by AcquirorTarget, any Subsidiary of Acquiror Target or other ERISA Affiliate relating to, or change in participation or coverage under, any Acquiror Target Employee Plan which would materially increase the expense of maintaining such Acquiror Target Employee Plan above the level of expense incurred with respect to such Acquiror Target Employee Plan for the most recent fiscal year included in the Financial Statements. No Acquiror Target Employee Plan will be subject to any surrender fees or service fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. (f) Neither Acquiror Target nor any Subsidiary of Acquiror Target or current or former ERISA Affiliate currently maintains, sponsors, participates in or contributes to, or has ever maintained, established, sponsored, participated in, or contributed to, any pension plan (within the meaning of Section 3(2) of ERISA) which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (g) Neither Acquiror Target nor any Subsidiary of Acquiror Target or ERISA Affiliate is a party to, or has made any contribution to or otherwise incurred any obligation under, any “multiemployer plan” as such term is defined in Section 3(37) of ERISA or any “multiple employer plan” as such term is defined in Section 413(c) of the Code. (h) Each compensation and benefit plan maintained or contributed to by Acquiror or any Subsidiary of Acquiror 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 in Schedule 3.16(h) of the Acquiror Schedule of Exceptions. As regards each Foreign Plan, (i) such Foreign Plan is in material compliance with the provisions of the Legal Requirements of each jurisdiction in which such Foreign Plan is maintained, to the extent those Legal Requirements are applicable to such Foreign Plan, (ii) all contributions to, and material payments from, such Foreign Plan which may have been required to be made in accordance with the terms of such Foreign Plan, and, when applicable, the Legal Requirements of the jurisdiction in which such Foreign Plan is maintained, have been timely made or shall be made by the Closing Date, and all such contributions to such Foreign Plan, and all payments under such Foreign Plan, for any period ending before the Closing Date that are not yet, but will be, required to be made, are reflected as an accrued liability on the Acquiror Balance Sheet, (iii) Acquiror, each Subsidiary of Acquiror, and each ERISA Affiliate has materially complied with all applicable reporting and notice requirements, and such Foreign Plan has obtained from the Governmental Entity having jurisdiction with respect to such Foreign Plan any required determinations, if any, that such Foreign Plan is in compliance with the Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan, (iv) such Foreign Plan has been administered in all material respects at all times in accordance with its terms and applicable Legal Requirements, (v) to the knowledge of Acquiror, there are no pending investigations by any governmental body involving such Foreign Plan, and no pending claims (except for claims for benefits payable in the normal operation of such Foreign Plan), suits or proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan, (vi) the consummation of the transactions contemplated by this Agreement will not by itself create or otherwise result in any Liability with respect to such Foreign Plan, and (vii) except as required by applicable Legal Requirements, no condition exists that would prevent Acquiror or any of its Subsidiaries from terminating or amending any Foreign Plan at any time for any reason in accordance with the terms of each such Foreign Plan without the payment of any fees, costs or expenses (other than the payment of benefits accrued on the Acquiror Balance Sheet and any normal and reasonable expenses typically incurred in a termination event). The benefits available under all Foreign Plans in the aggregate do not provide materially greater benefits to employees of Acquiror or any Subsidiary of Acquiror participating in such plans than the benefits available under the Acquiror Employee Plans for employees of Acquiror or any Subsidiary of Acquiror in the United States. No Foreign Plan has unfunded Liabilities that will not be offset by insurance or that are not fully accrued on the financial statements of Acquiror. (i) Schedule 3.16(i) of the Acquiror Schedule of Exceptions lists as of the Agreement Date each employee of Acquiror or any Subsidiary of Acquiror who is not fully available to perform work because of disability or other leave and also lists, with respect to each such employee, the basis of such disability or leave and the anticipated date of return to full service.