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

Employee Benefit Plans and Labor Matters. (a) List of Plans. Set forth in Schedule 4.12 attached hereto is an accurate and complete list of all domestic and foreign (i) "employee benefit plans," within the meaning of Section 3(3) of ERISA; (ii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, VEBAs under Section 501(c)(9) of the Code and the Treasury Regulations thereunder, profit-sharing, pension or retirement, deferred compensation, medical, life insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices, whether or not insured and which, in the case of any such plan, program, arrangement, commitment and/or practice applicable to a non-U.S. employee, is not mandated under Applicable Law of such non-U.S. jurisdiction; and (iii) employment, consulting, termination, and severance contracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) for the benefit of any U.S. or non-U.S. current or former employee of Artemis or any of its Subsidiaries or with respect to which any potential liability is borne by Artemis or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.12, all employers (whether or not incorporated) that would be treated together with Artemis, any of its Subsidiaries as a single employer within the meaning of Section 414) of the Code ("Artemis Employee Benefit Plans").

Employee Benefit Plans and Labor Matters. (a) List Schedule 3.12(a) lists, as of Plans. Set forth in Schedule 4.12 attached hereto the Agreement Date, with respect to the Company, any Subsidiary and any trade or business (whether or not incorporated) that is treated as a single employer with the Company (an accurate and complete list “ERISA Affiliate”) within the meaning of all domestic and foreign Sections 414(b), (c), (m) or (o) of the Code, each material (i) "employee benefit plans," 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) loan to an employee in excess of $10,000, (iii) 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 plan, program or arrangement, or similar arrangement under Applicable Laws outside of the United States (iv) bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plan, program or arrangement, (v) other fringe or employee benefit plan, program, policy or arrangement that applies to senior management and that do not generally apply to all employees, (vi) employment or service agreement (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post‑termination benefits) compensation agreement, change in control or retention agreement or severance agreement, for the benefit of, or relating to, any present or former director, officer, employee or consultant and (vii) 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 (vii), collectively and without reference to the materiality qualifier, the “Company Employee Plans”). (b) The Company has made available to Parent a true, correct and complete copy of each of the material Company Employee Plans and, as applicable, related material plan documents (including trust documents, insurance policies or Contracts, employee booklets, registration statements, prospectuses and summary plan descriptions and other authorizing documents and any material employee communications relating thereto) and, with respect to each Company Employee Plan that is subject to ERISA reporting requirements, has made available to Parent true, correct and complete copies of the Form 5500 reports filed for the filed for the last three plan years. (c) Any 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 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. The Company has made available to Parent a true, correct and complete copy of the most recent Internal Revenue Service determination or opinion letter issued with respect to each such Company Employee Plan, and 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. (d) Since January 1, 2014, each Company Employee Plan has been administered in all material respects in accordance with its terms and in compliance with the requirements prescribed by Applicable Laws and the Company, each Subsidiary and each ERISA Affiliate has materially performed all obligations required to be performed by it under, is not in default under or in violation of, and has no knowledge of any default or violation by any other party to, any of the Company Employee Plans. To the extent legally required (or as required for such Foreign Plan to receive favorable Tax treatment), each Foreign Plan has been approved by the relevant taxation authority and any other applicable Governmental Entities. Since January 1, 2014, in all material respects, all contributions required to be made by the Company, any Subsidiary or any ERISA Affiliate to any Company Employee Plan have been made on or before their due dates under Applicable Laws. In addition, with respect to each Company Employee Plan intended to include a Code Section 401(k) arrangement, the Company, the Subsidiaries and the ERISA Affiliates have in all material respects made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issue by the United States Department of Labor. With respect to each Company Employee Plan, each of the Company and each Subsidiary in the United States has in all material respects complied with the applicable health care continuation and notice provisions of COBRA and the regulations thereunder. (e) Neither the Company nor any Subsidiary or ERISA Affiliate currently maintains, sponsors, participates in or contributes to, or has within the six year period preceding the Agreement Date maintained, established, sponsored, participated in or contributed to, 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 or Section 412 of the Code. Neither the Company nor any Subsidiary or ERISA Affiliate is a party to, or has made any contribution within the six years prior to the Agreement Date 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. (f) None of the 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 material “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 Company Employee Plan and neither the Company nor any Subsidiary 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 Company Employee Plans. (g) From January 1, 2014 through the Agreement Date, no Legal Proceeding has been brought or is pending, or to the knowledge of the Company, is threatened, against or with respect to any such Company Employee Plan or the plan sponsor, plan administrator or any fiduciary of any Company Employee Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor, other than routine claims for benefits. (h) From January 1, 2014 through the Agreement Date, there has been no amendment to, written interpretation or announcement (whether or not written) by the Company, any Subsidiary or any ERISA Affiliate relating to, or change in participation or coverage under, any material Company Employee Plan which would materially increase the expense of maintaining such Company Employee Plan above the level of expense incurred with respect to such Company Employee Plan for the most recent fiscal year included in the Financial Statements. (i) No Company Employee Plan maintained or contributed to by the Company or any Subsidiary under Applicable Law or under applicable custom or rules of the relevant jurisdiction, in either case outside of the United States, that is a defined benefit pension plan has unfunded Liabilities that will not be offset by insurance or that are not fully accrued on the Financial Statements in accordance with GAAP in all material respects. (j) Except as otherwise provided herein, neither the execution and delivery of this Agreement nor the consummation of any Transaction will, individually or together or with the occurrence of some other event, (i) result in any payment (including severance, golden parachute, bonus or other compensation or benefit) becoming due to any employee or director of the Company or any Subsidiary, (ii) materially increase or otherwise enhance any employment-related 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 or (iv) result in the forgiveness in whole or in part of any outstanding loans made by the Company or any Subsidiary to any employee or director of the Company or any Subsidiary. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each Subsidiary is in compliance with all Applicable Laws 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. As of the Agreement Date, except as would not, individually, be material to the Company and the Subsidiaries, taken as a whole, (i) there are no controversies pending or, to the knowledge of the Company, threatened, between the Company or any Subsidiary and any of their respective current or former employees, which controversies have or would reasonably be expected to result in a Legal Proceeding before any Governmental Entity; (ii) bonusthere are no complaints, stock optioncharges or claims against the Company or any of the Subsidiaries pending or, stock purchaseto the knowledge of the Company, restricted stockthreatened before any Governmental Entity based on, incentivearising out of, fringe benefitin connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company or any of the Subsidiaries, VEBAs under of any individual; (iii) neither the Company nor any Subsidiary of the Company has received, since January 1, 2014, written notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws, such as those regulating the wages and hours of work, child labor, discrimination or fair employment practices, immigration, affirmative action, or occupational health and safety, to conduct an investigation or notice that such an investigation is in progress; and (iv) the employment of each of the employees of the Company or 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). (l) Neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement or other agreement with a labor union, works council or other labor organization, no collective bargaining agreement is being negotiated by the Company or any Subsidiary, neither the Company nor any Subsidiary has any duty to bargain with any labor union, works council or other labor organization and no employee of the Company or any Subsidiary is represented by a labor union, works council or other labor organization in connection with their employment by the Company or any Subsidiary. To the knowledge of the Company, there are no activities or proceedings of any labor union 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 the Company, threatened that would reasonably be expected to interfere with the respective business activities of the Company or any Subsidiary. (m) 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. (n) Schedule 3.12(n) lists each Person (whether U.S. or foreign) who the Company reasonably believes is, with respect to the Company, a “disqualified individual” (within the meaning of Section 501(c)(9) 280G of the Code and the Treasury Regulations regulations promulgated thereunder), profitas determined as of the Agreement Date and based on information available to the Company as of the Agreement Date. No service provider of the Company is entitled to receive any gross-sharingup or additional payment by reason of a Tax imposed on such person by reason of Section 4999 of the Code. (o) There is no contract, pension agreement, plan or retirement, deferred compensation, medical, life insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices, whether arrangement to which the Company or not insured and which, in any of the case Subsidiaries is a party covering any service provider of the Company which individually or collectively could require the Company or any of the Subsidiaries to pay a Tax gross-up payment or to otherwise indemnify or reimburse any such planservice provider for Tax related payments, program, arrangement, commitment and/or practice applicable to a non-U.S. employee, is not mandated under Applicable Law of such non-U.S. jurisdiction; and (iii) employment, consulting, termination, and severance contracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices under Section 409A. (referred to in p) Each nonqualified deferred compensation plan (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) for the benefit of any U.S. or non-U.S. current or former employee of Artemis or any of its Subsidiaries or with respect to which any potential liability is borne by Artemis or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.12, all employers (whether or not incorporated) that would be treated together with Artemis, any of its Subsidiaries as a single employer within the meaning of Section 414) 409A of the Code Code) to which the Company or any of the Subsidiaries is a party has been at all times since January 1, 2005 ("Artemis Employee Benefit Plans"or if later, the date such plan became effective) in material operational compliance with Section 409A and at all times since January 1, 2009 (or, if later, the date such plan became effective), in material documentary compliance with Section 409A. There is no contract, agreement, plan or arrangement to which the Company or any of the Subsidiaries is a party covering any service provider of the Company which individually or collectively could require the Company or any of the Subsidiaries to pay a Tax gross-up payment or to otherwise indemnify or reimburse any such service provider for Tax related payments, in each case under Section 409A. (q) Notwithstanding any other provision of this Agreement, other than with respect to any Legal Proceeding addressed by Section 3.6 and Material Contracts addressed by Section 3.18(a)(vii) and Section 3.18(a)(xiv) and Section 3.18(b) with respect to such Material Contracts, the representations and warranties contained in the foregoing subsections of this Section 3.12 are the sole and exclusive representations and warranties of the Company relating to employee benefit and labor matters of any kind.

Employee Benefit Plans and Labor Matters. (a) List of Plans. Set forth in Schedule 4.12 3.12 attached hereto is an accurate and complete list of all domestic and foreign (i) "employee benefit plans," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("ERISA"); (ii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, VEBAs "voluntary employees' beneficiary associations" ("VEBAs") under Section 501(c)(9) of the Code and the regulations thereunder as amended from time to time (the "Treasury Regulations thereunderRegulations"), profit-sharing, pension or retirement, deferred compensation, medical, life insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, programs and/or arrangements, commitments and/or practices, whether or not insured and which, in the case of any such plan, program, arrangement, commitment and/or practice applicable to a non-U.S. employee, is not mandated under Applicable Law of such non-U.S. jurisdictioninsured; and (iii) employment, consulting, termination, and severance contracts Contracts or agreements; in each case for active, retired or former employees or directorscase, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred subject to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, are maintained or contributed to (or with respect required to which an obligation to contribute has been undertakenbe contributed to) for the benefit of any U.S. or non-U.S. current or former employee of Artemis the Corporation or any of its Subsidiaries Subsidiaries, or with respect to which any potential liability is borne borne, by Artemis the Corporation or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.123.12, all employers (whether or not incorporated) that would be treated together with Artemis, the Corporation and/or any of its Subsidiaries as a single employer within the meaning of Section 414) 414 of the Code Code) ("Artemis Corporation Employee Benefit Plans").

Employee Benefit Plans and Labor Matters. (a) List Schedule 3.12(a) lists, as of Plans. Set forth in Schedule 4.12 attached hereto the Agreement Date, with respect to the Company, any Subsidiary and any trade or business (whether or not incorporated) that is treated as a single employer with the Company (an accurate and complete list “ERISA Affiliate”) within the meaning of all domestic and foreign Sections 414(b), (c), (m) or (o) of the Code, each material (i) "employee benefit plans," 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) loan to an employee in excess of $10,000, (iii) 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 plan, program or arrangement, or similar arrangement under Applicable Laws outside of the United States (iv) bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plan, program or arrangement, (v) other fringe or employee benefit plan, program, policy or arrangement that applies to senior management and that do not generally apply to all employees, (vi) employment or service agreement (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits) compensation agreement, change in control or retention agreement or severance agreement, for the benefit of, or relating to, any present or former director, officer, employee or consultant and (vii) 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 (vii), collectively and without reference to the materiality qualifier, the “Company Employee Plans”). (b) The Company has made available to Parent a true, correct and complete copy of each of the material Company Employee Plans and, as applicable, related material plan documents (including trust documents, insurance policies or Contracts, employee booklets, registration statements, prospectuses and summary plan descriptions and other authorizing documents and any material employee communications relating thereto) and, with respect to each Company Employee Plan that is subject to ERISA reporting requirements, has made available to Parent true, correct and complete copies of the Form 5500 reports filed for the filed for the last three plan years. (c) Any 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 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. The Company has made available to Parent a true, correct and complete copy of the most recent Internal Revenue Service determination or opinion letter issued with respect to each such Company Employee Plan, and 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. (d) Since January 1, 2014, each Company Employee Plan has been administered in all material respects in accordance with its terms and in compliance with the requirements prescribed by Applicable Laws and the Company, each Subsidiary and each ERISA Affiliate has materially performed all obligations required to be performed by it under, is not in default under or in violation of, and has no knowledge of any default or violation by any other party to, any of the Company Employee Plans. To the extent legally required (or as required for such Foreign Plan to receive favorable Tax treatment), each Foreign Plan has been approved by the relevant taxation authority and any other applicable Governmental Entities. Since January 1, 2014, in all material respects, all contributions required to be made by the Company, any Subsidiary or any ERISA Affiliate to any Company Employee Plan have been made on or before their due dates under Applicable Laws. In addition, with respect to each Company Employee Plan intended to include a Code Section 401(k) arrangement, the Company, the Subsidiaries and the ERISA Affiliates have in all material respects made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issue by the United States Department of Labor. With respect to each Company Employee Plan, each of the Company and each Subsidiary in the United States has in all material respects complied with the applicable health care continuation and notice provisions of COBRA and the regulations thereunder. (e) Neither the Company nor any Subsidiary or ERISA Affiliate currently maintains, sponsors, participates in or contributes to, or has within the six year period preceding the Agreement Date maintained, established, sponsored, participated in or contributed to, 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 or Section 412 of the Code. Neither the Company nor any Subsidiary or ERISA Affiliate is a party to, or has made any contribution within the six years prior to the Agreement Date 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. (f) None of the 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 material “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 Company Employee Plan and neither the Company nor any Subsidiary 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 Company Employee Plans. (g) From January 1, 2014 through the Agreement Date, no Legal Proceeding has been brought or is pending, or to the knowledge of the Company, is threatened, against or with respect to any such Company Employee Plan or the plan sponsor, plan administrator or any fiduciary of any Company Employee Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor, other than routine claims for benefits. (h) From January 1, 2014 through the Agreement Date, there has been no amendment to, written interpretation or announcement (whether or not written) by the Company, any Subsidiary or any ERISA Affiliate relating to, or change in participation or coverage under, any material Company Employee Plan which would materially increase the expense of maintaining such Company Employee Plan above the level of expense incurred with respect to such Company Employee Plan for the most recent fiscal year included in the Financial Statements. (i) No Company Employee Plan maintained or contributed to by the Company or any Subsidiary under Applicable Law or under applicable custom or rules of the relevant jurisdiction, in either case outside of the United States, that is a defined benefit pension plan has unfunded Liabilities that will not be offset by insurance or that are not fully accrued on the Financial Statements in accordance with GAAP in all material respects. (j) Except as otherwise provided herein, neither the execution and delivery of this Agreement nor the consummation of any Transaction will, individually or together or with the occurrence of some other event, (i) result in any payment (including severance, golden parachute, bonus or other compensation or benefit) becoming due to any employee or director of the Company or any Subsidiary, (ii) materially increase or otherwise enhance any employment-related 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 or (iv) result in the forgiveness in whole or in part of any outstanding loans made by the Company or any Subsidiary to any employee or director of the Company or any Subsidiary. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each Subsidiary is in compliance with all Applicable Laws 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. As of the Agreement Date, except as would not, individually, be material to the Company and the Subsidiaries, taken as a whole, (i) there are no controversies pending or, to the knowledge of the Company, threatened, between the Company or any Subsidiary and any of their respective current or former employees, which controversies have or would reasonably be expected to result in a Legal Proceeding before any Governmental Entity; (ii) bonusthere are no complaints, stock optioncharges or claims against the Company or any of the Subsidiaries pending or, stock purchaseto the knowledge of the Company, restricted stockthreatened before any Governmental Entity based on, incentivearising out of, fringe benefitin connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company or any of the Subsidiaries, VEBAs under of any individual; (iii) neither the Company nor any Subsidiary of the Company has received, since January 1, 2014, written notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws, such as those regulating the wages and hours of work, child labor, discrimination or fair employment practices, immigration, affirmative action, or occupational health and safety, to conduct an investigation or notice that such an investigation is in progress; and (iv) the employment of each of the employees of the Company or 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). (l) Neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement or other agreement with a labor union, works council or other labor organization, no collective bargaining agreement is being negotiated by the Company or any Subsidiary, neither the Company nor any Subsidiary has any duty to bargain with any labor union, works council or other labor organization and no employee of the Company or any Subsidiary is represented by a labor union, works council or other labor organization in connection with their employment by the Company or any Subsidiary. To the knowledge of the Company, there are no activities or proceedings of any labor union 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 the Company, threatened that would reasonably be expected to interfere with the respective business activities of the Company or any Subsidiary. (m) 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. (n) Schedule 3.12(n) lists each Person (whether U.S. or foreign) who the Company reasonably believes is, with respect to the Company, a “disqualified individual” (within the meaning of Section 501(c)(9) 280G of the Code and the Treasury Regulations regulations promulgated thereunder), profitas determined as of the Agreement Date and based on information available to the Company as of the Agreement Date. No service provider of the Company is entitled to receive any gross-sharingup or additional payment by reason of a Tax imposed on such person by reason of Section 4999 of the Code. (o) There is no contract, pension agreement, plan or retirement, deferred compensation, medical, life insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices, whether arrangement to which the Company or not insured and which, in any of the case Subsidiaries is a party covering any service provider of the Company which individually or collectively could require the Company or any of the Subsidiaries to pay a Tax gross-up payment or to otherwise indemnify or reimburse any such planservice provider for Tax related payments, program, arrangement, commitment and/or practice applicable to a non-U.S. employee, is not mandated under Applicable Law of such non-U.S. jurisdiction; and (iii) employment, consulting, termination, and severance contracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices under Section 409A. (referred to in p) Each nonqualified deferred compensation plan (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) for the benefit of any U.S. or non-U.S. current or former employee of Artemis or any of its Subsidiaries or with respect to which any potential liability is borne by Artemis or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.12, all employers (whether or not incorporated) that would be treated together with Artemis, any of its Subsidiaries as a single employer within the meaning of Section 414) 409A of the Code Code) to which the Company or any of the Subsidiaries is a party has been at all times since January 1, 2005 ("Artemis Employee Benefit Plans"or if later, the date such plan became effective) in material operational compliance with Section 409A and at all times since January 1, 2009 (or, if later, the date such plan became effective), in material documentary compliance with Section 409A. There is no contract, agreement, plan or arrangement to which the Company or any of the Subsidiaries is a party covering any service provider of the Company which individually or collectively could require the Company or any of the Subsidiaries to pay a Tax gross-up payment or to otherwise indemnify or reimburse any such service provider for Tax related payments, in each case under Section 409A. (q) Notwithstanding any other provision of this Agreement, other than with respect to any Legal Proceeding addressed by Section 3.6 and Material Contracts addressed by Section 3.18(a)(vii) and Section 3.18(a)(xiv) and Section 3.18(b) with respect to such Material Contracts, the representations and warranties contained in the foregoing subsections of this Section 3.12 are the sole and exclusive representations and warranties of the Company relating to employee benefit and labor matters of any kind.

Employee Benefit Plans and Labor Matters. (a) List of Plans. Set forth in Schedule 4.12 3.12 attached hereto is an accurate and complete list of all domestic and foreign (i) "employee benefit plans," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("ERISA"); (ii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, VEBAs "voluntary employees' beneficiary associations" ("VEBAs") under Section 501(c)(9) of the Internal Revenue Code of 1986, as amended, (the "Code") and the regulations thereunder as amended from time to time (the "Treasury Regulations thereunderRegulations"), profit-sharing, pension or retirement, deferred compensation, medical, life insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices, whether or not insured and which, in the case of any such plan, program, arrangement, commitment and/or practice applicable to a non-U.S. employee, is not mandated under Applicable Law of such non-U.S. jurisdiction; and (iii) employment, consulting, termination, and severance contracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) for the benefit of any U.S. or non-U.S. current or former employee of Artemis the Company or any of its Subsidiaries or with respect to which any potential liability is borne by Artemis the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.123.12, all employers (whether or not incorporated) that would be treated together with Artemis, the Company and/or any of its Subsidiaries as a single employer within the meaning of Section 414) 414 of the Code since January 1, 1995 ("Artemis Company Employee Benefit Plans").