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

Employee Benefit Plans and Employee Matters. (a) Section 3.9(a) of the Company Disclosure Schedule includes a complete and accurate list, as of the date hereof of each material Company Employee Plan. “Company Employee Plan” means (i) each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA and whether or not maintained or sponsored in a jurisdiction outside of the United States, (ii) each 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, or similar arrangements under Applicable Law outside of the United States, (iii) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (iv) other material fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, (v) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), consulting or independent contractor agreements, compensation agreements, change in control agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, consultant or independent contractor, and (vi) each trust, escrow or similar agreement related to (i) – (v) above; in the case of (i) – (vi) above that is sponsored, maintained or contributed to (or that is required to be maintained or contributed to) by the Company, any Company Subsidiary or any trade or business (whether or not incorporated) that, at a relevant time, is treated as a single employer with the Company or any Company Subsidiary (a “Company ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code but excluding government sponsored or government affiliated plans, programs, and arrangements. Neither the Company nor any Company ERISA Affiliate has, since January 1, 2014 extended or maintained credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any officer or director of the Company.

Employee Benefit Plans and Employee Matters. (a) Section 3.9(aPart 2.17(a) of the Company Disclosure Schedule includes sets forth a true and complete and accurate list, as of the date hereof list of each material Company Employee Plan. plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related options or awards, pension, retirement benefits, profit-sharing, savings, disability benefits, medical insurance, dental insurance, health insurance, life insurance, death benefit, other insurance, welfare benefits, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including, but not limited to, any “Company Employee Plan” means (i) each employee benefit plan within the meaning of plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended (“ERISA”)which is or has been maintained, whether or not subject to ERISA and whether or not maintained or sponsored in a jurisdiction outside of the United States, (ii) each 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 arrangementscontributed to, or similar arrangements under Applicable Law outside required to be contributed to, by the Company for the benefit of any current or former employee, director, advisor, contractor or consultant, or for which the United StatesCompany has any liability (excluding from such list option notices, (iii) all bonusoption grants, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements, (iv) other material fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, (v) any employment or service agreements (except for offer letters providing for at-will employment offer letters, the forms of such option notices, option grants, and offer letters, and state-mandated benefit programs such as unemployment insurance) (the “Company Plans”). The Company has not made any plan or commitment to establish any new Company Plan, to modify any Company Plan, or terminate any Company Plan (except to the extent required by law or to conform any such Company Plan to the requirements of any Applicable Law, in each case as previously disclosed to Parent in writing, or as expressly required by this Agreement). (b) With respect to each Company Plan, the Company has delivered or otherwise made available to Parent or its counsel a true, correct and complete copy of: (i) all documents constituting any part of a Company Plan and all amendments thereto, and all trusts and service agreements relating to the administration and recordkeeping of the Company Plan, and written summaries of the terms of all unwritten Company Plans; (ii) the two most recent Annual Reports (Form 5500 Series or otherwise in a form in accordance with applicable Law) including all applicable schedules, if any, for each Company Plan that do not provide is subject to such reporting requirements; (iii) the current summary plan description and any material modifications thereto, if any, or any written summary provided to participants with respect to any plan for severancewhich no summary plan description exists; (iv) if the Company Plan is funded, the most recent annual and periodic accounting of the Company Plan assets; (v) all communications material to any employee or employees relating to any Company Plan and any proposed Company Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or post-termination benefits), consulting vesting schedules or independent contractor agreements, compensation agreements, change other events which would result in control agreements or severance agreements, written or otherwise, for any liability to the benefit of, or relating to, any present or former director, officer, employee, consultant or independent contractor, and Company; (vi) all material, non-routine correspondence to or from any Governmental Entity relating to any Company Plan for the last three years; (vii) all discrimination tests for each trust, escrow or similar agreement related to Company Plan for the three most recent plan years; and (iviii) – (v) above; in the case of (i) – (vi) above that if such Company Plan is sponsored, maintained or contributed to (or that is required intended to be maintained or contributed to) by the Company, any Company Subsidiary or any trade or business (whether or not incorporated) that, at a relevant time, is treated as a single employer with the Company or any Company Subsidiary (a “Company ERISA Affiliate”) within the meaning of qualified under Section 414(b), (c), (m) or (o401(a) of the Code but excluding government sponsored Code, the most recent determination letter (or government affiliated plans, programs, and arrangements. Neither the Company nor any Company ERISA Affiliate has, since January 1, 2014 extended or maintained credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any officer or director of the Company.if applicable,

Employee Benefit Plans and Employee Matters. (a) Section 3.9(aSchedule 2.12(a) of the Company Disclosure Schedule includes a complete and accurate listLetter lists, as of the date hereof of each material Agreement Date, with respect to the Acquired Companies all Company Employee PlanPlans for which any Acquired Company may have Liability, and separately identifies each Company Employee Plan sponsored, maintained or contributed to under the law or applicable custom or rule of the any jurisdiction outside of the United States (the “International Employee Plans”). “Company Employee PlanPlans” means (i) each all “employee benefit plan plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA and whether or not maintained or sponsored in a jurisdiction outside of the United States, (ii) each outstanding loan from an Acquired Company to an employee of such Acquired Company that has an outstanding balance, (iii) other than the Company Option Plan, all stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, or similar arrangements under Applicable Law outside of the United States, (iiiiv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans (including cash incentive plans), programs or arrangements, (ivv) all other material fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to (vi) all employeesemployment and individual consulting, (v) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), consulting or independent contractor agreements, compensation agreementsretention, change in of control agreements or executive compensation or severance agreements, written or otherwise, in each case, as to which any unsatisfied obligations of an Acquired Company remain for the benefit of, or relating to, any present or former director, officer, employee, consultant or independent contractor, and (vi) each trust, escrow or similar agreement related to (i) – (v) above; in the case of (i) – (vi) above that is sponsored, maintained or contributed to (or that is required to be maintained or contributed to) by the Company, any Company Subsidiary or any trade or business (whether or not incorporated) that, at a relevant time, is treated as a single employer with the Company or any Company Subsidiary (a “Company ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code but excluding government sponsored or government affiliated plans, programs, and arrangements. Neither the Company nor any Company ERISA Affiliate has, since January 1, 2014 extended or maintained credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any officer or non-employee director of the an Acquired Company.

Employee Benefit Plans and Employee Matters. (a) Section 3.9(aSchedule 2.12(a) of the Company Disclosure Schedule includes a complete and accurate listLetter lists, as of the date hereof of each Agreement Date, all material Company Employee PlanPlans; provided, that, with respect to any such arrangement or agreements which do not materially differ from a form, Section 2.12(a) of the Company Disclosure Letter lists the form thereof. For purposes of this Agreement, “Company Employee PlanPlans” means shall mean: (i) each all “employee benefit plan plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA and whether or not maintained or sponsored in a jurisdiction outside of the United States, (ii) each loan to an employee of the Company, (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, group legal, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance insurance, death benefit or accident insurance plans, programs or arrangements, or similar arrangements under Applicable Law outside of the United States, (iiiiv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans (including cash incentive plans), programs or arrangements, (ivv) all other material fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to (vi) all employeesemployment, (v) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severanceindividual consulting, acceleration or post-termination benefits), consulting or independent contractor agreements, compensation agreementsretention, change in of control agreements or executive compensation or severance agreements, in each case, written or otherwise, which is maintained, sponsored or contributed to by the Company or the Subsidiary or as to which any unsatisfied obligation or liability (fixed or contingent, direct or indirect) of the Company or the Subsidiary remain for the benefit of, or relating to, any present or former director, officer, employee, individual consultant or independent contractor, and (vi) each trust, escrow or similar agreement related to (i) – (v) above; in the case non-employee director of (i) – (vi) above that is sponsored, maintained or contributed to (or that is required to be maintained or contributed to) by the Company, any Company Subsidiary or any trade or business (whether or not incorporated) that, at a relevant time, is treated as a single employer with the Company or any Company Subsidiary (a “Company ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code but excluding government sponsored or government affiliated plans, programs, and arrangements. Neither the Company nor any Company ERISA Affiliate has, since January 1, 2014 extended or maintained credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any officer or director of the CompanySubsidiary.