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

Employee Benefit Plans and Employee Matters. (a) The Company has provided Acquirer with a complete and accurate list setting forth all employees, advisors and consultants of the Company and any Subsidiary as of the date hereof together with their titles or positions, dates of hire, regular work location and current compensation. Neither the Company nor any Subsidiary has any employment contract with any officer or employee or any other consultant or Person which is not terminable by the Company or such Subsidiary at will without liability, except as the right of the Company or such Subsidiary to terminate its employees at will may be limited by applicable federal, state or foreign law. Except as set forth in Section 2.14(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has any Plans. (b) The Company and each Subsidiary has made available to Acquirer true, complete and correct copies of (i) each Plan (or, in the case of any unwritten Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 filed with the IRS with respect to each Plan (if any such report was required), (iii) the most recent summary plan description for each Plan for which such summary plan description is required, (iv) each trust agreement and group annuity contract relating to any Plan and (v) all correspondence with the IRS or the United States Department of Labor relating to any outstanding controversy or audit. Each Plan complies in all material respects with applicable laws, including, without limitation, ERISA and the Code. (c) Each Plan has been maintained, funded, operated and administered in compliance in all material respects with all applicable laws and regulations, including but not limited to, ERISA, the Code, and the Health Insurance Portability and Accountability Act of 1996. Each Plan that is intended to be qualified under Section 401(a) of the Code and each trust forming a part thereof that is intended to be exempt from taxation under Section 501(a) of the Code has received a favorable determination letter from the IRS as to its qualification and tax-exempt status and nothing has occurred since the date of such determination letter that could adversely affect the qualification of such Plan or the tax-exempt status of such related trust. No event has occurred and, to the Company’s Knowledge, there currently exists no condition or set of circumstances in connection with which the Company could reasonably be expected to be subject to any liability under the terms of any Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA. Each Plan can be amended or terminated in accordance with its terms and any applicable law without any material liability to the Company other than for benefits accrued or incurred before such amendment or termination. No Plan is a plan subject to Title IV of ERISA. No Plan is a “multiemployer plan” as defined in Section 3(37) of the ERISA and 414(f) of the Code, nor a “multiple employer plan” as described in Section 4063(a) of ERISA and 413 of the Code, and neither the Company nor any Person which, together with the Company, would be treated as a single employer under Section 4001 of ERISA or Section 414 of the Code has ever contributed or had an obligation to contribute to any such plans. (d) Except as set forth in Section 2.14(d) of the Company Disclosure Schedule, no director, officer, consultant or other employee of the Company or any Subsidiary will become entitled to any retirement, severance or similar benefit or enhanced or accelerated benefit (including any acceleration of vesting or lapse of repurchase rights or obligations with respect to any employee stock option or other benefit under any stock option plan or compensation plan or arrangement of the Company or any Subsidiary) solely as a result of the transactions contemplated hereby. (e) No Plan provides post-retirement health and medical, life or other insurance benefits for retired employees of the Company or any Subsidiary (other than benefit coverage mandated by applicable statute, including benefits provided pursuant to COBRA). (f) There has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any Subsidiary or any of its affiliates relating to, or change in employee participation or coverage under, any Plan that would increase materially the expense of maintaining such Plan above the level of the expense incurred in respect thereof for the 12 months ended on the Audited Financial Statement Date.

Employee Benefit Plans and Employee Matters. (a) The With respect to each Company Plan, the Company has provided Acquirer with a complete and accurate list setting forth all employees, advisors and consultants of the Company and any Subsidiary as of the date hereof together with their titles delivered or positions, dates of hire, regular work location and current compensation. Neither the Company nor any Subsidiary has any employment contract with any officer or employee or any other consultant or Person which is not terminable by the Company or such Subsidiary at will without liability, except as the right of the Company or such Subsidiary to terminate its employees at will may be limited by applicable federal, state or foreign law. Except as set forth in Section 2.14(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has any Plans. (b) The Company and each Subsidiary has otherwise made available to Acquirer trueLEC or its counsel copies of, complete and correct copies of as applicable, (i) each Company Plan (or, in the case if not written, a written summary of any unwritten Plans, descriptions thereofits material terms), with all plan documents, trust agreements, annuity contracts, insurance contracts or other funding vehicles and all amendments thereto; (ii) all summaries and summary plan descriptions, including any summaries of material modifications, (iii) the three (3) most recent annual reports (Form 5500 series) required to be filed with the Department of Labor with respect to such Company Plan; (iv) the most recent actuarial report or other financial statement relating to such Company Plan; (v) the most recent determination or opinion letter issued by the IRS with respect to such Company Plan and any pending request for such letter; (vi) the most recent annual report on Form 5500 filed with the IRS with respect to each Plan (if any such report was required), (iii) the most recent summary plan description nondiscrimination test performed for each Plan for which such summary plan description is required, Company Plan; and (ivvii) each trust agreement and group annuity contract relating any material written correspondence to or from a Governmental Body related to any Plan and (v) all correspondence with the IRS or the United States Department of Labor relating to any outstanding controversy or auditCompany Plan. Each Plan complies in all material respects with applicable laws, including, without limitation, ERISA and the Code. (c) Each Plan has been maintained, funded, operated and administered in compliance in all material respects with all applicable laws and regulations, including but not limited to, ERISA, the Code, and the Health Insurance Portability and Accountability Act of 1996. Each Company Plan that is intended to be qualified under Section 401(a) of the Code and each trust forming a part thereof that is intended to be exempt from taxation under Section 501(a) of the Code has received a favorable determination letter or opinion letter from the IRS as to its qualification stating that such Company Plan is so qualified and tax-exempt status and nothing has occurred since the date of such determination letter that could adversely affect the qualification of such Plan or the tax-exempt status of such related trust. No event has occurred and, to the Company’s Knowledge, there currently exists no condition or set Knowledge of circumstances in connection with which the Company could reasonably be expected to be subject to any liability under the terms of any Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISAno fact exists that would prevent continued reliance on such letter. Each Company Plan can be amended or terminated has been operated in accordance material compliance with its terms and with all applicable Laws. There has not been any applicable law without non-exempt prohibited transaction (within the meaning of Sections 406 and 408 of ERISA or Section 4975 of the Code) with respect to any material liability to Company Plan. Section 3.18(a) of the Company other than for Disclosure Schedule sets forth a true and complete list of each Company Plan. All benefits accrued provided to independent contractors or incurred before consultants of the Company and any Company Subsidiary (including health, vision, and dental insurance) are properly provided pursuant to an arrangement with a third party insurer in accordance with the terms of such amendment arrangement. (b) Neither the Company nor any ERISA Affiliate maintains, contributes to, is obligated to contribute to, or termination. No Plan is a ever has maintained, contributed to, been obligated to contribute to, or withdrawn from, any employee benefit plan subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA. No Plan is a “multiemployer plan” Except as defined in Section 3(37) required by applicable provisions of the ERISA and 414(f) Consolidated Omnibus Budget Reconciliation Act of the Code1985, nor a “multiple employer plan” as described in Section 4063(a) of ERISA and 413 of the Codeamended, and neither the Company nor any Person whichCompany Subsidiary is obligated to provide retiree or post-employment welfare benefits including medical, together with the Companydisability, would be treated as a single employer under Section 4001 of ERISA or Section 414 life insurance benefits to any current or former employee, officer, or director of the Code Company or any Company Subsidiary. The Company has ever contributed no liability or had an obligation to contribute to provide any such plansgross-up of any Tax imposed by Section 409A of the Code. (dc) Except as set forth in on Section 2.14(d3.18(c) of the Company Disclosure Schedule, no director(A) neither the execution and delivery of this Agreement nor the transactions contemplated herein (either alone or in combination with any other event) will (i) result in any payment becoming due to any employee or director of the Company or any Company Subsidiary, officer(ii) increase any benefits under any Company Plan; or (iii) result in the acceleration of the time of payment, consultant vesting or funding of any such benefit under any Company Plan; and (B) neither the Company nor any Company Subsidiary has any employment agreements (other than employment agreements with at will terms) or severance agreement to which the Company or any Company Subsidiary is a party or by which it is otherwise bound. (d) Neither the Company nor any Company Subsidiary is a party to any Contract that would result, separately or in the aggregate, in the payment of any “parachute payment” within the meaning of Section 280G of the Code and the regulations issued thereunder, and the consummation of the transaction contemplated by this Agreement will not cause, either alone or in combination with any other event with respect to payments made prior to, on or after the Closing, (i) any payments to be made by the Company or any Company Subsidiary to be non-deductible (in whole or in part) under Section 280G of the Code or (ii) any obligation of the Company or any Company Subsidiary to withhold any excise taxes pursuant to Section 4999 of the Code or to report that any such excise taxes are payable. Any amounts paid or payable pursuant to each Company Plan or other Contract, which are subject to Section 409A of the Code, are not includible in the gross income of a service provider (within the meaning of Section 409A of the Code) until received by the service provider and are not subject to interest or the additional tax imposed by Section 409A of the Code. (e) There are no pending investigations by any Governmental Body involving the Company Plans, no claims pending or threatened in writing (except for claims for benefits payable in the normal operation of the plans), suits or proceedings against any Company Plan or asserting any rights or claims to benefits under any Company Plan which would reasonably be expected to give rise to any liability, nor, to the Knowledge of the Company, are there any facts that would reasonably be expected to give rise to any liability in the event of such investigation, claim, suit or proceeding. No liability exists or would reasonably be imposed upon the assets of the Company or any ERISA Affiliate by reason of a Company Plan (including any such liability due to any failure by the Company or an ERISA Affiliate to make any required contributions with respect to any such Company Plan). (f) Section 3.18(f) of the Company Disclosure Schedule sets forth a correct and complete list of (i) the name of each officer and each employee of the Company and each Company Subsidiary; (ii) each other person who has accepted an offer of employment made by the Company or any Company Subsidiary but whose employment has not yet commenced; and (iii) the names of each person to whom an offer of employment is outstanding by the Company or any Company Subsidiary, in each case at the date hereof, together with each such person’s actual or offered position or function, date of hire, status as active or non-active employee, length of absence for any employee on a leave of absence, status as a U.S. citizen or lawful permanent resident, current annual base salary or wages, and any incentive or bonus arrangement with respect to such person in effect on the date hereof, the actual bonus received by such person in 2013 (or such other bonus period immediately preceding the bonus period in progress), and the target bonuses under those arrangements for 2014 (or such other bonus period currently in progress). (g) Neither the Company nor any Company Subsidiary has been a party to or otherwise bound by any collective bargaining agreement, Contract or other understanding with a labor union or labor organization, nor is any such Contract presently being negotiated nor, is there, nor has there been, a representation campaign with respect to any employees of the Company or any Company Subsidiary. As of the date of this Agreement, there is no pending or, to the Knowledge of the Company, threatened, labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any Company Subsidiary. There have not been any wage and hour claims by any employee of the Company or any Company Subsidiary will become entitled and, to any retirementthe Knowledge of the Company, severance or similar benefit or enhanced or accelerated benefit (including any acceleration of vesting or lapse of repurchase rights or obligations with respect to there are no wage and hour claims currently threatened by any employee stock option or other benefit under any stock option plan or compensation plan or arrangement of the Company or any Company Subsidiary) solely as a result of the transactions contemplated hereby. (eh) Except as set forth on Section 3.18(h) of the Company Disclosure Schedule, all of the employees of the Company and each Company Subsidiary are at-will employees and can be terminated or discharged at any time for any reason. All employees of the Company and any Company Subsidiary who have been classified as other than employees have been properly classified. (i) Except as set forth on Section 3.18(i) of the Company Disclosure Schedule, all employees of the Company are located in the United States. The Company has materially complied with all Laws governing the employment of personnel by U.S. companies and the employment of non-U.S. nationals in the United States, including those related to wages, hours, benefits, labor and immigration and the regulations issued thereunder. The Company has not sponsored any employee for, or otherwise knowingly engaged any employee working pursuant to, a non-immigrant visa. (j) The Company has not taken any action that is subject to the requirements of the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any other similar applicable state Laws. Section 3.18(j) of the Company Disclosure Schedule sets forth the name of each Person whose employment with the Company was terminated within the twelve (12) months prior to the date of this Agreement. (k) All source deductions and other amounts required by Law to be deducted or withheld from remuneration payable to employees, and all employer premiums, contributions, or amounts payable by the Company and each Company Subsidiary thereon or in respect thereof, have been so deducted and withheld and remitted, paid or contributed in compliance with applicable Law to the appropriate Governmental Body. (l) No Plan provides post-retirement health and medical, life or other insurance benefits for retired employees employee of the Company or any Company Subsidiary (other than benefit coverage mandated by applicable statute, including benefits has provided pursuant verbal or written notice to COBRA). (f) There has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any Company Subsidiary of his or any of its affiliates relating to, her intent to terminate his or change in employee participation her employment with the Company or coverage under, any Plan that would increase materially the expense of maintaining such Plan above the level Company Subsidiary as of the expense incurred in respect thereof for the 12 months ended on the Audited Financial Statement Datedate hereof.

Employee Benefit Plans and Employee Matters. (a) The Company has provided Acquirer with a complete and accurate list setting forth all employees, advisors and consultants of the Company and any Subsidiary as of the date hereof together with their titles or positions, dates of hire, regular work location and current compensation. Neither the Company nor any Subsidiary has any employment contract with any officer or employee or any other consultant or Person which is not terminable by the Company or such Subsidiary at will without liability, except as the right of the Company or such Subsidiary to terminate its employees at will may be limited by applicable federal, state or foreign law. Except as set forth in Section 2.14(a2.18(a) of the Disclosure Schedule lists all Company Disclosure Schedule, neither the Company nor any Subsidiary has any Employee Plans. (b) The Company and each Subsidiary has provided or made available to Acquirer Acquiror’s counsel a true, correct and complete and correct copy of each Company Employee Plan (as currently in effect) and, to the extent applicable to a Company Employee Plan, copies of the following: (i) each the three most recent annual reports (Form 5500 series) for any Company Employee Plan (or, in the case of any unwritten Plans, descriptions thereof), required to file such annual reports; (ii) the most recent annual report on Form 5500 filed summary plan description, together with the IRS with respect all summaries of material modification related thereto, distributed to each participants for any Company Employee Plan (if any required to provide such report was required), documents; (iii) the most recent summary plan description for all material written contracts and agreements relating to such Company Employee Plan, including all trusts, administrative service agreements and group insurance contracts (each Plan for which such summary plan description is required, as currently in effect); and (iv) each trust agreement and group annuity contract relating to any Plan and (v) all material correspondence with the IRS or the United States Department of Labor relating to Labor, Internal Revenue Service, or any outstanding controversy or audit. Each Plan complies in all material respects with applicable laws, including, without limitation, ERISA and the Codeother governmental entity regarding a Company Employee Plan. (c) Each Company Employee Plan has has, in all material respects, been maintained, funded, operated maintained and administered in accordance with its terms and in compliance with applicable Legal Requirements. No Company Employee Plan is subject to any laws other than those of the United States or any state, county, or municipality in all material respects with all applicable laws and regulationsthe United States. None of the Company, including but not limited toany ERISA Affiliate or, ERISAto the knowledge of the Company, any other Person (i) has engaged in a nonexempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code, or (ii) breached any fiduciary duty imposed on it pursuant to ERISA. All contributions and premiums due or required to be paid to (or with respect to) any Company Employee Plan have been paid, or, if not yet due, have been accrued as a Liability on the Health Insurance Portability and Accountability Act of 1996. Financial Statements to the extent required by GAAP, consistently applied. (d) Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code and each trust forming (i) is the subject of a part thereof that is intended to be exempt from taxation under Section 501(a) of the Code has received a current favorable determination or opinion letter from the IRS as to its qualification and tax-exempt status and nothing has occurred since the date of such determination letter that could adversely affect the qualification of such Plan or the tax-exempt status of such related trust. No event has occurred and, to the Company’s Knowledge, there currently exists no condition or set of circumstances in connection with Internal Revenue Service on which the Company is entitled to rely. There are no facts or circumstances that could reasonably be expected to be subject to any liability cause the loss of such qualification, or the imposition of Liability, penalty or tax under the terms of any Plans, ERISA, the Code or any other applicable law, including any liability under Title IV . All assets of ERISA. Each Plan can be amended or terminated in accordance with its terms and any applicable law without any material liability to the Company other than for benefits accrued or incurred before such amendment or termination. No Plan is a plan subject to Title IV of ERISA. No Plan is a “multiemployer plan” as defined in Section 3(37) of the ERISA and 414(f) of the Code, nor a “multiple employer plan” as described in Section 4063(a) of ERISA and 413 of the Code, and neither the Company nor any Person which, together with the Company, would be treated as a single employer under Section 4001 of ERISA or Section 414 of the Code has ever contributed or had an obligation to contribute to any such plans. (d) Except as set forth in Section 2.14(d) Company Employee Plan consist of the Company Disclosure Schedulecash, no directorregistered mutual funds, officer, consultant or other employee of the Company or any Subsidiary will become entitled to any retirement, severance or similar benefit or enhanced or accelerated benefit (including any acceleration of vesting or lapse of repurchase rights or obligations with respect to any employee stock option or other benefit under any stock option plan or compensation plan or arrangement of the Company or any Subsidiary) solely as a result of the transactions contemplated herebyactively traded securities. (e) No Company Employee Plan provides post-retirement health provides, and medicalthe Company has no obligation to provide or liability with respect to, life insurance, medical or other insurance welfare benefits for retired employees (within the meaning of Section 3(1) of ERISA) to any current or former employee of the Company for a period after his or her retirement or other termination of employment, except to the extent required by applicable law, including Sections 601 through 608 of ERISA and Section 4980B(f) of the Code. The Company may terminate or amend any Subsidiary (Company Employee Plan at any time in its sole discretion, without incurring any Liability other than benefit coverage mandated by applicable statute, including with respect to benefits provided pursuant to COBRA)that have already accrued under a retirement plan. (f) There has been no amendment Neither the Company nor any ERISA Affiliate sponsors, maintains, contributes to, written interpretation is obligated to contribute to, or announcement has ever sponsored, maintained, contributed to, been obligated to contribute to, or has any Liability with respect to, any pension plan (whether within the meaning of Section 3(2) of ERISA) that is subject to Section 302 of ERISA, Title IV of ERISA or Section 412 of the Code (including any “multiemployer plan,” as defined in Section 4001(a)(3) of ERISA). (g) Each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, and each Company Option is exempt from Section 409A of the Code. The treatment of each Company Option contemplated by this Agreement is permitted under the terms of the applicable Company Equity Plan. (h) There are no actions, suits or claims (other than routine claims for benefits) pending or, to the knowledge of the Company, threatened, with respect to any Company Employee Plan or the assets of any Company Employee Plan. There are no facts that would reasonably be expected to give rise to any such actions, suits, or claims against any Company Employee Plan, any fiduciary of such a plan or the assets of any such plan (other than routine claims for benefits). To the knowledge of the Company, no Company Employee Plan is currently under investigation, audit or review by any Governmental Entity. (i) Neither the execution and delivery of this Agreement nor the consummation of the Merger or any other transaction contemplated hereby (either alone or in combination with another event) will (i) entitle any individual to severance pay, unemployment compensation or any similar payment, (ii) result in any benefit, payment or right becoming established, due or increased, or accelerate the time of payment or vesting of any benefit, under any Company Employee Plan or otherwise, (iii) require the Company, Acquiror or any of their respective affiliates to transfer or set aside any assets to fund or otherwise provide for any benefits for any individual, (iv) result in the triggering or imposition of any restrictions or limitations on the rights of the Company to amend or terminate any Company Employee Plan; (v) entitle the recipient of any payment or benefit to receive a “gross-up” payment for any income or other taxes that might be owed with respect to any payment, benefit, or acceleration; or (vi) give rise, directly or indirectly, to the payment of any amount that would be characterized as a “parachute payment” within the meaning of Section 280G of the Code (or any corresponding or similar provision of state, local or foreign Tax law). (j) The Company is in compliance in all material respects with all applicable Legal Requirements with respect to 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 writtenengaged in any unfair labor practice. 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 are no pending claims against the Company under any workers compensation plan or policy or for long term disability. There are no Proceedings pending or, to the knowledge of the Company, threatened, between the Company and any of its employees. The Company has no “leased employees” within the meaning of Section 414(n) of the Code. (k) The Company has never been 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 or 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 could reasonably be expected to 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 of the Company, 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. (l) To the knowledge of the Company, no employee of the Company is in violation of any material term of any employment agreement, patent disclosure 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 conducted by the Company or to the use of trade secrets or proprietary information of others. The employment of each of the employees of the Company is “at will” and the Company does not have any Subsidiary obligation to provide any particular form or period of notice prior to terminating the employment of any of its affiliates relating toemployees. As of the Agreement Date, the Company has not, and to the knowledge of Company, no other Person has, other than offers of employment or representations made by Acquiror or Acquiror’s representatives, (i) entered into any Contract that obligates or purports to obligate Acquiror to make an offer of employment to any present or former employee or consultant of the Company or (ii) promised or otherwise provided any assurances (contingent or otherwise) to any present or former employee or consultant of the Company of any terms or conditions of employment with Acquiror following the Effective Time. (m) The Company has provided or made available to Acquiror a list of the names, positions, rates of compensation, severance rights and other compensation of all officers, managers, and employees of the Company, showing each such person’s name, position, annual remuneration, classification as exempt/non-exempt, work location, visa and green card status, bonuses and fringe benefits for the current fiscal year and the most recently completed fiscal year, and potential severance benefits. The Company has also provided or made available to Acquiror’s counsel true, correct and complete copies of all employment agreements and severance agreements with directors and officers of the Company. The Company has, or change will have no later than the Closing Date, paid or accrued in employee participation or coverage underaccordance with GAAP, any Plan that would increase materially consistently applied, all salaries, bonuses, commissions, wages, severance and accrued vacation pay of its employees due to be paid for services rendered through the expense of maintaining such Plan above the level Closing Date. (n) All employees of the expense incurred Company are employed in respect thereof for the 12 months ended on United States, and all of the Audited Financial Statement Dateterms and conditions of their employment are governed exclusively by Legal Requirements of Governmental Entities in the United States.

Employee Benefit Plans and Employee Matters. 3.18.1. Schedule 3.18.1 includes a true, correct and complete list of all Benefit Plans that are maintained, contributed (aor required to be contributed) The Company has provided Acquirer with a complete and accurate list setting forth all employeesto, advisors and consultants or sponsored by any of the Company and Acquired Companies or with respect to which any Subsidiary as of the date hereof together with their titles Acquired Companies has or positionsmay reasonably be expected to have any liability, dates of hirecontingent or otherwise (collectively, regular work location and current compensationthe “Company Plans”). 3.18.2. Neither With respect to each Company Plan, the Company nor any Subsidiary has any employment contract with any officer or employee or any other consultant or Person which is not terminable by the Company or such Subsidiary at will without liability, except as the right of the Company or such Subsidiary to terminate its employees at will may be limited by applicable federal, state or foreign law. Except as set forth in Section 2.14(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has any Plans. (b) The Company and each Subsidiary has made available to Acquirer Buyer a true, correct and complete and correct copies copy of each of the following, as applicable: (i) each all documents embodying the Company Plan (or, in the case where a Company Plan has not been reduced to writing, a written summary of any unwritten Plans, descriptions thereof)all material terms, (ii) the most recent annual report on Form 5500 filed with the IRS with respect to each Plan any trust agreement, insurance policy (if including any such report was required)relevant “stop loss” policy) or other funding instrument, (iii) the most recent summary plan description for each Plan for which such summary plan description is required(including any summaries of material modifications thereto), (iv) each trust agreement the most recent Form 5500 report filed and group annuity contract relating to any Plan and all attachments thereto, (v) all the most recent Internal Revenue Service (“IRS”) determination or opinion letter applicable to the Company Plan, and (vi) any non-routine correspondence with from the IRS or the IRS, United States Department of Labor relating to any outstanding controversy or auditother Governmental Authority from the last three (3) years. 3.18.3. Each Plan complies in all material respects with applicable laws, including, without limitation, ERISA and the Code. (c) Each Plan has been maintained, funded, operated and administered in compliance in all material respects with all applicable laws and regulations, including but not limited to, ERISA, the Code, and the Health Insurance Portability and Accountability Act of 1996. Each Company Plan that is intended to be qualified under Section 401(a) is so qualified and is the subject of the Code and each trust forming a part thereof that is intended to be exempt from taxation under Section 501(a) of the Code has received a favorable determination or opinion letter from the IRS as upon which the plan sponsor can rely. No such determination letter or opinion letter has been revoked or been threatened to its qualification and tax-exempt status be revoked, and nothing has occurred since the date issuance of such determination letter that could would reasonably be expected to adversely affect the qualification of such Plan or the taxTax-exempt qualified status of any such related trustCompany Plan. No event has occurred and74163855_1 3.18.4. None of the Acquired Companies or any of its Affiliates, or, to the Company’s Knowledge, there currently exists no condition any of their respective directors, officers, employees or set agents has, with respect to any Company Plan, engaged in or been a party to any “prohibited transaction” (within the meaning of circumstances in connection Section 406 and 407 of ERISA and Section 4975 of the Code) that would not be exempt under Section 408 of ERISA and the regulatory guidance thereunder with respect to any Company Plan which the Company could reasonably be expected to be subject result in the imposition of a material penalty assessed pursuant to any liability under Section 502(i) of ERISA or a tax imposed by Section 4975 of the terms of any PlansCode, ERISA, in each case applicable to the Code Acquired Companies or any other applicable lawCompany Plan or for which the Acquired Companies has any indemnification obligation. 3.18.5. Each Company Plan, including any liability under Title IV of ERISA. Each Plan can be amended associated trust or terminated funding arrangement, has been established, operated and maintained in all material respects in accordance with its terms and any applicable law without any material liability in compliance with all Legal Requirements (including ERISA and the Code). 3.18.6. With respect to each Company Plan, all contributions (including salary reduction and contributions), premiums and other payments (i) to the Company other than for benefits extent due, have been timely made, and (ii) to the extent not yet due, have been appropriately accrued or incurred before such amendment or terminationon the books of the applicable Acquired Company. 3.18.7. No Action has been brought, or, to the Company’s Knowledge, is threatened, against or with respect to any Company Plan (or fiduciary thereof) by a Governmental Authority, including the IRS or United States Department of Labor. Other than routine claims for benefits, there are no pending, or, to the Company’s Knowledge, threatened claims by, or on behalf of, any Company Plan or by any participant or beneficiary of any Company Plan. 3.18.8. None of the Acquired Companies or any of their ERISA Affiliates maintains, sponsors, contributes (or is a plan required to contribute) to or in the past six (6) years maintained, sponsored, contributed (or been required to contribute) to or has any liability with respect to (i) any “pension plan” (within the meaning of Section 3(2) of ERISA) that is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA. No Plan is a ERISA or Section 412 of the Code, (ii) any “multiemployer plan” as such term is defined in Section 3(37) of the ERISA and 414(fERISA, (iii) any “multiple employer welfare arrangement” as such term is defined in Section 3(40) of the Code, nor a ERISA or (iv) any “multiple employer plan” as described in (within the meaning of Section 4063(a4063 or Section 4064 of ERISA, (v) of ERISA and 413 any Company Plan that provides for or promises retiree or post-employment health or welfare benefits to any current or former director, officer, employee or independent contractor (or their respective dependents or beneficiaries) other than health continuation coverage provided at the sole expense of the Code, and neither the Company nor any Person which, together with the Company, would be treated as a single employer under Section 4001 participant pursuant to Part 6 of Subtitle B of Title I of ERISA or as otherwise required by an applicable Legal Requirement. 3.18.9. Each Company Plan that is for the benefit of any current or former non-U.S. employee, director or individual (or single member) independent contractor that, under applicable Legal Requirements, is required to be registered or approved by a Governmental Authority, has been so registered or approved. Each such Company Plan that, under applicable Legal Requirements, is required to be funded, is either: (i) funded in accordance therewith and to an extent sufficient to provide for all accrued benefit obligations thereunder, or (ii) is fully insured, in each case, determined based on applicable Legal Requirements and accounting standards. 74163855_1 3.18.10. Each “non-qualified deferred compensation plan” (as defined in Section 414 409A(d)(1) of the Code and the applicable regulations) to which any Acquired Company is a party has ever contributed been established, maintained and operated at all times since January 1, 2015, in all material respects, with the applicable requirements of Section 409A of the Code and the regulations promulgated thereunder. 3.18.11. Neither the execution of this Agreement nor the consummation of the Contemplated Transactions (either alone or had an obligation to contribute together with any other event) will (i) result in any Compensation from any Acquired Company becoming due to any such plansPerson except as specifically contemplated in this Agreement, (ii) increase any Compensation otherwise due under any Company Plan, except as specifically contemplated in this Agreement, (iii) result in the acceleration of the time of payment, funding or vesting of any Compensation from any Acquired Company to any Person, (iv) result in any forgiveness of indebtedness of any current or former employee, director or individual (or single member) independent contractor of any Acquired Company, or (v) require any contributions to or funding of any Company Plan. 3.18.12. The Acquired Companies are, and have at all times in the past three (3) years, been in compliance with all Legal Requirements respecting labor and employment, employment practices and terms and conditions of employment including discrimination in employment, sexual harassment, civil rights, wages, hours, the classification and payment of employees and independent contractors, occupational safety and health, immigration (including compliance with the Immigration Reform and Control Act), layoffs and plant closings or shut-downs, work authorization, workers compensation, unemployment insurance, child labor, affirmative action, and equal opportunity, except in each case for instances of noncompliance that would not reasonably be expected to result in material liability to any Acquired Company. No Acquired Company has incurred, and no circumstances exist under which any Acquired Company would reasonably be expected to incur, any material Liability arising from the misclassification of employees as independent contractors and/or from the misclassification of employees as exempt from the requirements of the Fair Labor Standards Act or similar state or foreign Legal Requirements. The Acquired Companies have withheld all amounts required by Legal Requirements or by Contractual Obligation to be withheld from the wages, salaries, and other payments to any of the Acquired Companies’ employees, consultants or independent contractors; and are not liable for any arrears of wages, Compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing, except in each case for instances of noncompliance that would not reasonably be expected to result in material liability to any Acquired Company. None of the Acquired Companies are liable for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other similar social insurance programs or obligations for employees of the Acquired Companies (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending claims against any of the Acquired Companies under any workers compensation plan or policy or for long term disability. 74163855_1 3.18.13. No Acquired Company is a party to or bound by any collective bargaining agreement or other Contractual Obligation or arrangement with any labor union, labor organization, works council or other employee representative body, and no such agreement, Contractual Obligation or arrangement is being negotiated by any Acquired Company. No employees of the Acquired Companies are represented by a labor union, labor organization, works council or other employee representative body. To the Company’s Knowledge, there is no pending demand for recognition or any other request or demand from a labor organization, works council or other employee representative body for representative status with respect to any Person employed by any Acquired Company. No petition has been filed or proceedings instituted by or on behalf of an employee or group of employees of any Acquired Company with any labor relations board or other Governmental Authority seeking recognition of a bargaining representative. To the Company’s Knowledge, there are no activities, petitions or proceedings of any labor union, labor organization, works council or other employee representative body to organize any employees of any Acquired Company. There is no labor dispute, strike, picketing, lockout, slowdown or work stoppage against or affecting any Acquired Company, pending or, to the Company’s Knowledge, threatened, and there have been no such disputes or activities for the past three (3) years. There is no effort currently being made or threatened by, or on behalf of, any labor union, labor organization, works council or other employee representative body to organize any employees of any Acquired Company, and there have been no such efforts for the past three (3) years. Neither the Acquired Companies nor, to the Company’s Knowledge, any of their Representatives or employees, has committed any unfair labor practice that would reasonably be expected to result in material liability to any Acquired Company. No Acquired Company has received (a) notice of any unfair labor practice charge, complaint or other proceeding pending or threatened before the National Labor Relations Board or any other Governmental Authority against or affecting any Acquired Company, (b) notice of any complaints, grievances, arbitrations or other proceedings, whether or not filed pursuant to a collective bargaining agreement, against or affecting any Acquired Company, (c) notice of any charge, complaint or other proceeding concerning employment-related matters with respect to or relating to the Acquired Companies pending before the Equal Employment Opportunity Commission or any other Governmental Authority, (d) notice of the intent of any Governmental Authority to conduct an audit or investigation concerning employment-related matters with respect to or relating to any Acquired Company or notice that such audit or investigation is in progress, (e) notice of any proceedings against or affecting any Acquired Company relating to or concerning workers’ compensation, short-term disability, or long-term disability, or (f) notice of any Action pending or threatened by or on behalf of any Acquired Company’s employees or former employees, independent contractors or former independent contractors or applicants for employment. 3.18.14. Except as set forth in Section 2.14(d) of the Company Disclosure Scheduleon Schedule 3.18.14, no directorcurrent executive, officerkey employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with any Acquired Company within the twelve-month period following the date hereof. 3.18.15. No executive of any Acquired Company has been the subject of any Action regarding sexual harassment, consultant sexual misconduct or sex-based discrimination (or the breach of any Acquired Company policy regarding the foregoing) and no other employee of the Acquired Companies has been the subject to two or more of such Actions. No Acquired Company or any Subsidiary will become entitled has been party to any retirement, severance settlements or similar benefit out-of-court or enhanced or accelerated benefit (including any acceleration of vesting or lapse of repurchase rights or obligations with respect pre-litigation arrangement relating to any employee stock option such matters, nor has any such Action, settlement or other benefit under any stock option plan arrangement been threatened in writing. 74163855_1 3.18.16. Except as set forth on Schedule 3.18.16 or compensation plan or arrangement as otherwise required by applicable Legal Requirements, the employment of each of the Company or any Subsidiary) solely as a result of the transactions contemplated hereby. (e) No Plan provides post-retirement health and medical, life or other insurance benefits for retired employees of the Company or Acquired Companies is “at will” such that employment can be terminated at any Subsidiary (other than benefit coverage mandated by applicable statute, including benefits provided pursuant to COBRA)time for any reason. (f) There 3.18.17. The Company has been no amendment toprovided to Buyer true, written interpretation or announcement (whether or not written) by the Company or any Subsidiary or any correct and complete copies of its affiliates relating to, or change in employee participation or coverage under, any Plan that would increase materially the expense of maintaining such Plan above the level each of the expense incurred in respect thereof following: forms of confidentiality, non-competition, non-solicitation or inventions agreements between any current or former employee, independent contractor or consultant of any Acquired Company, on the one hand, and any Acquired Company, on the other (along with a summary of which forms apply to which such Persons); the most current management organization chart(s); and all current agreements and/or insurance policies providing for the 12 months ended on the Audited Financial Statement Dateindemnification of any officers or directors of any Acquired Company.

Employee Benefit Plans and Employee Matters. (a) The Schedule 4.10(a) contains an accurate and complete list of each Employee Plan. No Acquired Company has provided Acquirer with a complete and accurate list setting forth all employeesmade any plan or commitment to establish any new Employee Plan, advisors and consultants of to modify any Employee Plan (except to the Company and extent required by law), or to enter into any Subsidiary as of the date hereof together with their titles or positions, dates of hire, regular work location and current compensation. Neither the Company nor any Subsidiary has any employment contract with any officer or employee or any other consultant or Person which is not terminable by the Company or such Subsidiary at will without liability, except as the right of the Company or such Subsidiary to terminate its employees at will may be limited by applicable federal, state or foreign law. Except as set forth in Section 2.14(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has any PlansEmployee Plan. (b) The Company and each Subsidiary has made available Sellers have delivered to Acquirer true, complete and correct copies of the Buyer (i) correct and complete copies of all documents embodying each Plan (orEmployee Plan, in the case of any unwritten Plans, descriptions thereof)including all amendments thereto and all related trust documents, (ii) the most recent annual report on (Form Series 5500 filed and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with the IRS with respect to each Plan (if any such report was required)Employee Plan, (iii) the most recent summary plan description for together with any summaries of material modifications thereto, if any, required under ERISA with respect to each Plan for which such summary plan description is requiredEmployee Plan, and (iv) the most recent IRS determination or opinion letter issued with respect to each trust agreement and group annuity contract relating to any Plan and (v) all correspondence with the IRS or the United States Department of Labor relating to any outstanding controversy or audit. Each Plan complies in all material respects with applicable laws, including, without limitation, ERISA and the Code. (c) Each Plan has been maintained, funded, operated and administered in compliance in all material respects with all applicable laws and regulations, including but not limited to, ERISA, the Code, and the Health Insurance Portability and Accountability Act of 1996. Each Employee Plan that is intended to be qualified under Section 401(a) of the Code Code. (c) Each Acquired Company has performed in all material respects all obligations required to be performed by it under any Employee Plan, and each trust forming a part thereof that is intended to be exempt from taxation under Section 501(a) of the Code Employee Plan has received a favorable determination letter from the IRS as to its qualification been maintained and tax-exempt status and nothing has occurred since the date of such determination letter that could adversely affect the qualification of such Plan or the tax-exempt status of such related trust. No event has occurred and, to the Company’s Knowledge, there currently exists no condition or set of circumstances in connection with which the Company could reasonably be expected to be subject to any liability under the terms of any Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA. Each Plan can be amended or terminated administered in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code. Each Employee Plan intended to be qualified under Section 401(a) of the Code and is so qualified and has obtained a favorable determination or opinion letter as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any applicable law without any material liability Employee Plan. There are no actions, suits or claims pending or, to the Company knowledge of the Sellers, threatened (other than routine claims for benefits accrued benefits) against any Employee Plan or incurred before such amendment against the assets of any Employee Plan. There are no audits, inquiries or terminationproceedings pending or threatened by the IRS, United States Department of Labor or any other Authority with respect to any Employee Plan. The Acquired Companies have timely made all contributions and other payments required by and due under the terms of each Employee Plan. No Employee Plan is a subject to Section 409A of the Code. Each Employee Plan may be unilaterally amended and/or terminated at any time by the Acquired Company or the ERISA Affiliate that sponsors such plan without damage or penalty. Neither the Acquired Companies nor any of their ERISA Affiliates maintains, contributes to or is obligated under any plan, contract, policy or arrangement providing health or death benefits (whether or not insured) to any current or former employee or other personnel (or beneficiary or dependent thereof) beyond the termination of their employment or other services. (d) None of the Acquired Companies or their ERISA Affiliates maintain, sponsor, participate in or contribute to (or have an obligation to contribute to) any (i) Pension Plan subject to Title IV of ERISA. No Plan is a “, or (ii) "multiemployer plan” as defined in " within the meaning of Section 3(37) of the ERISA and 414(f) of the Code, nor a “multiple employer plan” as described in Section 4063(a) of ERISA and 413 of the Code, and neither the Company nor any Person which, together with the Company, would be treated as a single employer under Section 4001 of ERISA or Section 414 of the Code has ever contributed or had an obligation to contribute to any such plans. (d) Except as set forth in Section 2.14(d) of the Company Disclosure Schedule, no director, officer, consultant or other employee of the Company or any Subsidiary will become entitled to any retirement, severance or similar benefit or enhanced or accelerated benefit (including any acceleration of vesting or lapse of repurchase rights or obligations with respect to any employee stock option or other benefit under any stock option plan or compensation plan or arrangement of the Company or any Subsidiary) solely as a result of the transactions contemplated hereby. (e) No Plan provides post-retirement health and medical, life or other insurance benefits for retired employees of the Company or any Subsidiary (other than benefit coverage mandated by applicable statute, including benefits provided pursuant to COBRA3)(37). (f) There has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any Subsidiary or any of its affiliates relating to, or change in employee participation or coverage under, any Plan that would increase materially the expense of maintaining such Plan above the level of the expense incurred in respect thereof for the 12 months ended on the Audited Financial Statement Date.