Common use of Employee Benefit Plans and Other Compensation Arrangements Clause in Contracts

Employee Benefit Plans and Other Compensation Arrangements. Set forth in Section 3.8 of the Disclosure Letter is a list of (i) all employee benefit plans (as defined in Section 3(3) of ERISA), (ii) all other severance pay, salary continuation, bonus, incentive, stock option, phantom equity, stock appreciation rights, compensation, employment agreement, welfare, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind, and (iii) plans or arrangements providing compensation to employee and non-employee directors, in each case with respect to which the Company or any ERISA Affiliate sponsors, contributes to, provides benefits under or through such plan, is obligated to make contributions under the plan terms, or if such plan provides benefits to or otherwise covers any current or former employee, officer or director of the Company or any ERISA Affiliate (or their respective spouses, dependents or beneficiaries) (collectively, the “Plans”). Except as set forth in Section 3.8 of the Disclosure Letter: (a) neither the Company nor any ERISA Affiliate is or has been the sponsor of, and neither the Company nor any ERISA Affiliate is or has been obligated to make contributions under, (i) a “multiemployer plan” (as defined in Title I or Title IV of ERISA), (ii) a plan subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA, (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (v) any “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA), and neither the Company nor any ERISA Affiliate has ever incurred any liability under Title IV of ERISA that has not been paid in full; (b) each of the Plans that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter, approval or opinion letter from the Internal Revenue Service as to its qualification and is so qualified in all material respects, and, to the Company’s Knowledge, no event or omission has occurred that would cause any Plan to lose such qualification or require corrective action to the IRS Employee Plans Compliance Resolution System to maintain such qualification; (c) (i) all of the Plans have been established, operated and administered in compliance in all material respects with their respective terms and all applicable Laws, and all material contributions required under the terms of the Plans or applicable Laws have been timely made; (ii) no Plan is, or within since January 1, 2018 has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such program; and (iii) the Plans satisfy in all material respects the minimum coverage, affordability and non-discrimination requirements under the Code; (d) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (together, with any other event) could, directly or indirectly, (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any current or former director, officer, employee or other individual service provider of the Company from the Company under any Plan or otherwise, (ii) increase any benefits otherwise payable or provided under any Plan, (iii) except with respect to the Stock Options, result in any acceleration of the timing of payment, vesting or funding of any such benefits or (iv) result in any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered); (e) none of the Plans provides medical benefits or other non-pension benefits to any retired Person, or any current employee of the Company following such employee’s retirement or other termination of employment, except as required by applicable Law (including Section 4980B of the Code) and the Company has never promised to provide such post-termination benefits; (f) there are no pending, or to the Company’s Knowledge, threatened actions, suits or claims by or on behalf of any Plan, by any employee or beneficiary covered under any such Plan, as applicable, or otherwise involving any such Plan (other than routine claims for benefits); (g) each Plan that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) is in documentary and operational compliance with Section 409A of the Code and all applicable Internal Revenue Service guidance promulgated thereunder; (h) any transfer of property which was subject to a substantial risk of forfeiture and which would otherwise have been subject to taxation under Section 83(a) of the Code is covered by a valid and timely filed election under Section 83(b) of the Code, and a copy of such election has been provided to the Company; (i) the Company is not required to gross up or reimburse a payment to any current or former employee, officer, director, officer or other service provider for any Taxes incurred, including under Sections 4999 or 409A of the Code.

Employee Benefit Plans and Other Compensation Arrangements. (a) Set forth in Section 3.8 4.9(a)(i) of the Disclosure Letter is a list of (ia) all employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, (iib) all other severance pay, salary continuation, bonus, incentive, stock option, phantom equity, stock appreciation rights, compensation, employment agreement, welfare, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds funds, agreements or arrangements of any kind, and (iiic) plans each employment agreement providing for annual compensation in excess of One Hundred Fifty Thousand Dollars ($150,000) or arrangements providing compensation to employee and nonfor employment on a term other than at-employee directorswill, in each case with respect to which any of the Company Acquired Companies currently is the sponsor or any ERISA Affiliate sponsors, contributes to, provides benefits under or through such plan, is obligated to make contributions under the plan terms, or if such plan provides benefits to or otherwise covers any current or former employee, officer or director of the Company or any ERISA Affiliate (or their respective spouses, dependents or beneficiaries) terms (collectively, the “Plans”). The Company has Made Available to Buyer, to the extent applicable to a particular Plan, true, correct, and complete copies of (i) each governing Plan document and all amendments thereto, summary plan description and summary of material modifications with respect thereto, and each employee handbook that is currently in effect; (ii) any related trust, insurance contract or other written funding arrangement; (iii) a written summary of the material terms of each Plan that is not set forth in writing; (iv) the most recent favorable determination or opinion letter for each Plan that is intended to be qualified under Section 401(a) of the Code; (v) a copy of the three most recent Form 5500 Annual Report/Return for each Plan that is subject to ERISA’s Form 5500 reporting requirements; and (vi) all filings under the IRS Employee Plans Compliance Resolution System program or the Department of Labor’s Delinquent Filer Voluntary Compliance Program or Voluntary Fiduciary Correction Program. (b) Except as set forth in Section 3.8 4.9(b) of the Disclosure Letter: (ai) neither the no Acquired Company nor any ERISA Affiliate is or has been the sponsor of, and neither the no Acquired Company nor any ERISA Affiliate is or has been obligated to make contributions under, (i) a “multiemployer plan” (as defined in Title I or Title IV of ERISA), (ii) a plan subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA, (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any “ERISA or a multiple employer plan” plan (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (v) any “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA), and neither the no Acquired Company nor any ERISA Affiliate has ever incurred any liability with respect to any such plan on account of being a member of the same controlled group of corporations as any other entity within the meaning of Section 414(b) of the Code, being under Title IV common control with any other entity, within the meaning of Section 414(c) of the Code, being a member of the same affiliated service group as any other entity, within the meaning of Section 414(m) of the Code, or otherwise being required to be aggregated with any other entity pursuant to Section 414(o) of the Code (each such entity, an “ERISA that has not been paid in fullAffiliate”); (bii) each of the Plans that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter, approval letter or opinion letter from the Internal Revenue Service as to its qualification and is so qualified in all material respects, and, except that no representation is made with respect to any formal qualification requirement with respect to which the Company’s Knowledge, no event or omission remedial amendment period under Section 401(b) of the Code has occurred that would cause any Plan to lose such qualification or require corrective action to the IRS Employee Plans Compliance Resolution System to maintain such qualificationnot yet expired; (c) (iiii) all of the Plans have been established, operated and administered in compliance in all material respects with their respective terms and all applicable LawsLaws (provided, that no representations or warranties are made with respect to any amendment to any Plan required by Section 8.6.4), and all material contributions required under the terms of the Plans or applicable Laws have been timely made; (ii) no Plan is, or within since January 1, 2018 has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such program; and (iii) the Plans satisfy in all material respects the minimum coverage, affordability and non-discrimination requirements under the Code; (div) except with respect to the Transaction Bonuses or the ESOP, or as otherwise provided herein, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby hereby, disregarding any termination of employment which may occur on or after the Closing, will (together, with any other event) could, directly or indirectly, (iA) result in any material payment (including, without limitation, including severance, unemployment compensation, golden parachute or otherwise) becoming due to any current or former director, officer, Contractor, or employee or other individual service provider of the Company Acquired Companies from the Company Acquired Companies under any Plan or otherwise, (iiB) materially increase any benefits otherwise payable or provided under any Plan, Plan or (iiiC) except with respect to the Stock Options, result in any acceleration of the timing of payment, vesting or funding of any such benefits or (iv) result in to any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered)material extent; (ev) none of the Plans provides medical benefits or other non-pension benefits to any retired Person, or any current employee of any of the Company Acquired Companies following such that employee’s retirement or other termination of employment, except as required by applicable Law (including Section 4980B of the Code) Code and the Company has never promised to provide such post-termination benefitscorresponding provisions of ERISA); (fvi) there are no pending, or to the Company’s Knowledge, threatened actions, suits or claims by or on behalf of any Plan, by any employee or beneficiary covered under any such Plan, as applicable, or otherwise involving any such Plan (other than routine claims for benefits); (gvii) each Plan that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) is in documentary and operational compliance in all material respects with Section 409A of the Code and all applicable Internal Revenue Service guidance promulgated thereunder; (hviii) any transfer of property which was subject to a substantial risk of forfeiture and which would otherwise have been subject to taxation under Section 83(a) of the Code is covered by a valid and timely filed election under Section 83(b) of the Code, and a copy of such election has been provided to the Company; (i) the no Acquired Company is not required to gross up or reimburse a payment to any current or former employee, officer, director, officer director or other service provider Contractor for any Taxes incurred, including incurred under Sections 4999 or 409A of the Code; (ix) no Acquired Company has made any payment, is obligated to make any payment, including any payments pursuant to this Agreement, or is a party to (or a participating employer in) any contract that could obligate the Acquired Company to make any payment that constitutes or would constitute an “excess parachute payment,” as defined in Section 280G of the Code (or any similar provision of Law); (x) no Acquired Company has engaged, nor to the Company’s Knowledge has any other party engaged, in any “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code) with respect to any Plan that is not exempt under Section 408 of ERISA and regulatory guidance thereunder; (xi) with respect to each Plan that is a group health plan, (A) the Company and its ERISA Affiliates have complied in all material respects with the health care continuation provisions of Section 4980B of the Code and corresponding provisions of ERISA, the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations thereunder, and PPACA; (B) neither the Company nor any of its ERISA Affiliates have incurred any material liability under Section 4980 of the Code or the excise tax or penalty provisions of PPACA; and (C) the Company and its ERISA Affiliates have calculated the hours of service for employees of the Acquired Companies in accordance with Section 4980H of the Code and the regulations thereunder, and maintained appropriate documentation thereof, and properly documented and reported health insurance coverage information in compliance with Sections 6055 and 6056 of the Code, in each case in all material respects; and (xii) in all material respects, all contributions, premiums and other payments due or required to be paid to (or in respect of) each Plan have been paid on or before their due date; or, if not yet due, a reasonable and sufficient amount has been accrued for contributions to or payments under each Plan for the current plan year and there are no back contributions due from any Acquired Company. (c) With respect to the U.K., except as set forth in Section 4.9(c) of the Disclosure Letter: (i) apart from the U.K. Pension Plans, there is no Contract, scheme or arrangement (including any undertaking related to the same) under which any of the Acquired Companies has or may have any obligation (whether or not legally binding) to provide or contribute towards pension, lump-sum, death, ill-health, disability or accident benefits in respect of any present or former employee, director or manager or any of their respective dependents; (ii) except with respect to the Automated Packaging Systems Pension Plan, no Acquired Company is, or at any time in the prior twelve (12) months has been, an associate of or connected with (within the meaning of Section 51 Pensions Act 2004) any employer in relation to any occupational pension scheme, other than any scheme to which sections 38 to 56 Pensions Act 2004 do not apply; (iii) except with respect to the Automated Packaging Systems Pension Plan, (A) the benefits payable under the U.K. Pension Plans consist exclusively of money purchase benefits (as defined in section 181 of the Pension Schemes Act 1993) and (B) none of the Acquired Companies contributes to any defined benefit arrangement; (iv) no contribution notice or financial support direction under the Pensions Act 2004 has been issued to any Acquired Company or, to the Company’s Knowledge, to any other Person in respect of the U.K. Pension Plans and there is no fact or circumstance likely to give rise to any such notice or direction; (v) no act, omission or other event in relation to the U.K. Plans has been reported and no other claim, complaint or report has been made to the Pensions Regulator (as defined in Section 1 of the Pensions Act 2004) under Section 69 or 70 of the Pensions Xxx 0000, the Pensions Ombudsman, Financial Services Ombudsman, the Pensions Advisory Service or the Pension Protection Fund; (vi) each of the Acquired Companies has complied in full with its automatic enrollment obligations as required by the Pensions Xxx 0000 and associated legislation; no notice, fine or other sanction has been received from the Pensions Regulator; and to the Company’s Knowledge no instance of non-compliance with the automatic enrollment obligations has been notified to the Pensions Regulator in respect of any of the Acquired Companies; (vii) each of the U.K. Pension Plans is a registered pension scheme as defined in section 150(2) of the Finance Xxx 0000 and there is no reason why (A) such classification as a registered pension scheme could be withdrawn or (B) HM Revenue and Customs may de-register the scheme; (viii) no debt has become due in relation to the Automated Packaging Systems Pension Plan pursuant to section 75 or 75A Pensions Act 1995 (as amended), such Plan is fully funded on the section 75 and section 75A Pensions Act 1995 (as amended) annuity buy-out basis and none of the Acquired Companies are party to any withdrawal agreement; (ix) no Acquired Company is or has been a party to, nor knowingly assisted in, an act or a deliberate failure to act to prevent (A) the recovery of any debt amount due, or potentially due, relating to any occupational pension scheme under section 75 Pensions Act 1995, (B) such a debt from becoming due, or (C) the compromise or settlement of such a debt or the reduction of the amount of such a debt due, or which would otherwise become due; (x) every current and former employee of the Acquired Companies was offered membership into each applicable Plan as of the date he or she became entitled and no back contributions are owed by any Acquired Company with respect to the U.K. Pension Plans; (xi) none of the Acquired Companies has an obligation to any current or former employee or officer as a result of a previous business transfer or otherwise to provide any (A) enhanced benefits on retirement, (B) rights to early retirement, or (C) other enhanced rights, including pension rights on redundancy; and (xii) the Company has Made Available the trust deed and rules governing the Automated Packaging Systems Pension Plan and information regarding the current contribution rates of the Company to the U.K. Pension Plans together with a copy of the current schedule of contributions in relation to the Automated Packaging Systems Pension Plan. (d) Except to the extent otherwise contemplated herein, the ESOP constitutes an “employee stock ownership plan” under Section 4975(e)(7) of the Code and the regulations promulgated thereunder and Section 407(d)(6) of ERISA and the regulations promulgated thereunder. Section 4.9(d)(i) of the Disclosure Letter contains a list which is accurate in all material respects of all participants in the ESOP, including active employees, former employees, beneficiaries of deceased participants and alternate payees, and the number of Shares allocated to each such individual’s account under the ESOP, in each case as of December 31, 2018. Section 4.9(d)(ii) of the Disclosure Letter sets forth each loan or other extensions of credit between the ESOP and any other Person that is currently outstanding; any such prior loans or extensions of credit not listed in Section 4.9(d)(ii) of the Disclosure Letter have been satisfied in full. Any such loans or extensions of credit satisfied the requirements of an exempt loan within the meaning of Section 4975(d)(3) of the Code and Treasury Regulation Section 54.4975-7(b) during the period that the respective loan or extension of credit remained outstanding and unpaid in full. All of the Shares held by the ESOP Trust are allocated to ESOP participants’ accounts or (except to the extent utilized to pay off any loan or extension of credit) will be allocated to participants’ accounts at or prior to Closing or in connection with the termination of the ESOP. All contributions to the ESOP due with respect to periods ending on or prior to the Closing have been timely made, and all such contributions that are not yet due will be made prior to the Closing.

Employee Benefit Plans and Other Compensation Arrangements. Set forth in on Section 3.8 4.9 of the Disclosure Letter is a true and complete list of (i) all each employee benefit plans plan (as defined in Section 3(3) of ERISA), ) and (ii) all other severance pay, salary continuation, bonus, performance award, incentive, stock-based award, stock option, phantom equity, stock appreciation rights, compensation, employment agreementhealth, welfare, life insurance, disability, cafeteria, flexible spending, vacation, paid time off, change of control, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind, and (iii) plans or arrangements providing compensation to employee and non-employee directors, in each case whether or not reduced to writing and whether funded or unfunded, whether or not tax-qualified and whether or not subject to ERISA with respect to which the Company currently is the sponsor or any ERISA Affiliate sponsors, contributes to, provides benefits under or through such plan, is obligated to make contributions under the plan terms, terms or if such plan provides benefits with respect to which the Buyer or any of its Affiliates would reasonably be expected to have any liability contingent or otherwise covers any current or former employee(each individually, officer or director of the Company or any ERISA Affiliate (or their respective spouses, dependents or beneficiaries) (a “Plan” and collectively, the “Plans”). Except as set forth in on Section 3.8 4.9 of the Disclosure Letter: (a) neither Neither the Company nor any entity which has ever been considered a single employer with the Company under Section 4011(b) of ERISA Affiliate or Section 414(b), (c), (m) or (o) of the Code (an “ERISA Affiliate”) is or has been the sponsor of, and neither the Company nor any ERISA Affiliate is or has ever been obligated to make contributions under, (i) a “multiemployer plan” (as defined in Title I or Title IV of ERISA), (ii) a plan subject to Title IV of ERISA, Section 412 (iii) a plan subject to the funding requirements of the Code, Section 302 of ERISA, (iii) any funded welfare benefit plan within the meaning of ERISA or Section 419 412 of the Code, (iv) any a “multiple employer plan” (within the meaning of Section 210 of ERISA or described in Section 413(c) of the Code), or (v) any a “multiple employer welfare arrangement” (as such term is defined in within the meaning of Section 3(40) of ERISA), and neither or (vi) a “voluntary employees’ beneficiary association” within the Company nor any ERISA Affiliate has ever incurred any liability under Title IV meaning of ERISA that has not been paid in fullSection 501(c)(9) of the Code; (b) with respect to each of the Plans that is intended Plans, the Company provided to be tax-qualified under Section 401(a) the Buyer accurate, current and complete copies of each of the Code has received a favorable determination letter, approval or opinion letter from the Internal Revenue Service as to its qualification and is so qualified in all material respects, and, following to the Company’s Knowledge, no event or omission has occurred that would cause any Plan to lose such qualification or require corrective action to the IRS Employee Plans Compliance Resolution System to maintain such qualification; (c) extent applicable: (i) the plan document together with all of the Plans have been established, operated and administered in compliance in all material respects with their respective terms and all applicable Laws, and all material contributions required under the terms of the Plans or applicable Laws have been timely madeamendments thereto; (ii) no Plan is, or within since January 1, 2018 has been, the subject a written summary of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject all material plan terms of any self-correction under any such programPlan that has not been reduced to writing; and (iii) copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the Plans satisfy in all material respects the minimum coverage, affordability and non-discrimination requirements under the Code; (d) neither the execution and delivery of this Agreement nor the consummation future as a result of the transactions contemplated hereby (together, with any other event) could, directly or indirectly, (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any current or former director, officer, employee or other individual service provider of the Company from the Company under any Plan or otherwise, (ii) increase any benefits otherwise payable or provided under any Plan, (iii) except with respect to the Stock Options, result in any acceleration of the timing of payment, vesting or funding of any such benefits or ; (iv) result in copies of any “parachute payment” as defined in Section 280G(b)(2summary plan descriptions, summaries of material modifications, employee handbooks and any other written communications (or a description of any oral communications) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered); (e) none of the Plans provides medical benefits or other non-pension benefits relating to any retired Person, or any current employee of the Company following such employee’s retirement or other termination of employment, except as required by applicable Law (including Section 4980B of the Code) and the Company has never promised to provide such post-termination benefitsPlan; (f) there are no pending, or to the Company’s Knowledge, threatened actions, suits or claims by or on behalf of any Plan, by any employee or beneficiary covered under any such Plan, as applicable, or otherwise involving any such Plan (other than routine claims for benefits); (g) each Plan that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) is in documentary and operational compliance with Section 409A of the Code and all applicable Internal Revenue Service guidance promulgated thereunder; (h) any transfer of property which was subject to a substantial risk of forfeiture and which would otherwise have been subject to taxation under Section 83(a) of the Code is covered by a valid and timely filed election under Section 83(b) of the Code, and a copy of such election has been provided to the Company; (i) the Company is not required to gross up or reimburse a payment to any current or former employee, officer, director, officer or other service provider for any Taxes incurred, including under Sections 4999 or 409A of the Code.

Employee Benefit Plans and Other Compensation Arrangements. Set forth in on Section 3.8 4.9 of the Disclosure Letter Schedule is a list of (ia) all material employee benefit plans (as defined in Section 3(3) of ERISA), ) and (iib) all other severance pay, salary continuation, bonus, incentive, stock option, phantom equity, stock appreciation rights, compensation, employment agreement, welfare, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind, and (iii) plans or arrangements providing compensation to employee and non-employee directors, in each case with respect to which the Company currently is the sponsor or any ERISA Affiliate sponsors, contributes to, provides benefits under or through such plan, is obligated to make contributions under the plan terms, or if such plan provides benefits to or otherwise covers any current or former employee, officer or director of the Company or any ERISA Affiliate (or their respective spouses, dependents or beneficiaries) terms (collectively, the “Plans”). Except as set forth in Section 3.8 4.9 of the Disclosure LetterSchedule: (a) neither the Company nor any ERISA Affiliate is or not and has not been the sponsor of, and neither the Company nor any ERISA Affiliate is or not and has not been obligated to make contributions under, (i) a “multiemployer plan” (as defined in Title I or Title IV of ERISA), (ii) or a plan subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA, (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (v) any “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA), and neither the Company nor any ERISA Affiliate has ever incurred any liability under Title IV of ERISA that has not been paid in full; (b) each of the Plans that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter, approval letter or opinion letter from the Internal Revenue Service as to its qualification and is so qualified in all material respects, and, except that no representation is made with respect to any formal qualification requirement with respect to which the Company’s Knowledge, no event or omission remedial amendment period under Section 401(b) of the Code has occurred that would cause any Plan to lose such qualification or require corrective action to the IRS Employee Plans Compliance Resolution System to maintain such qualificationnot yet expired; (c) (i) all of the Plans have been established, operated and administered in compliance in all material respects with their respective terms and all applicable Laws, and all material contributions required under the terms of the Plans or applicable Laws have been timely made; (ii) no Plan is, or within since January 1, 2018 has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such program; and (iii) the Plans satisfy in all material respects the minimum coverage, affordability and non-discrimination requirements under the Code; (d) neither Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (togetherhereby, with disregarding any other event) couldtermination of employment which may occur on or after the Closing, directly or indirectly, will (i) result in any material payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any current or former director, officer, officer or employee or other individual service provider of the Company from the Company under any Plan or otherwise, (ii) materially increase any benefits otherwise payable or provided under any Plan, Plan or (iii) except with respect to the Stock Options, result in any acceleration of the timing of payment, vesting or funding of any such benefits or (iv) result in to any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered)material extent; (e) none of the Plans provides medical benefits or other non-pension benefits to any retired Person, or any current employee of the Company following such employee’s retirement or other termination of employment, except as required by applicable Law (including Section 4980B of the Code) and the Company has never promised to provide such post-termination benefits); (f) there are no pending, or to the Seller Parties’ and Company’s Knowledge, threatened actions, suits or claims by or on behalf of any Plan, by any employee or beneficiary covered under any such Plan, as applicable, or otherwise involving any such Plan (other than routine claims for benefits); (g) each Plan that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) is in documentary and operational compliance with Section 409A of the Code and all applicable Internal Revenue Service guidance promulgated thereunder;; and (h) any transfer of property which was subject to a substantial risk of forfeiture and which would otherwise have been subject to taxation under Section 83(a) of the Code is covered by a valid and timely filed election under Section 83(b) of the Code, and a copy of such election has been provided to the Company; (i) the Company is not required to gross up or reimburse a payment to any current or former employee, officer, director, director or officer or other service provider for any Taxes incurred, including incurred under Sections 4999 or 409A of the Code.

Employee Benefit Plans and Other Compensation Arrangements. Set forth in on Section 3.8 4.9 of the Disclosure Letter Schedule is a list of (ia) all material employee benefit plans (as defined in Section 3(3) of ERISA), ) and (iib) all other severance pay, salary continuation, bonus, incentive, stock option, phantom equity, stock appreciation rights, compensation, employment agreement, welfare, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind, and (iii) plans or arrangements providing compensation to employee and non-employee directors, in each case with respect to which the Company currently is the sponsor or any ERISA Affiliate sponsors, contributes to, provides benefits under or through such plan, is obligated to make contributions under the plan terms, or if such plan provides benefits to or otherwise covers any current or former employee, officer or director of the Company or any ERISA Affiliate (or their respective spouses, dependents or beneficiaries) terms (collectively, the “Plans”). Except as set forth in Section 3.8 4.9 of the Disclosure LetterSchedule: (a) neither the Company nor any ERISA Affiliate is or not and has not been the sponsor of, and neither the Company nor any ERISA Affiliate is or not and has not been obligated to make contributions under, (i) a “multiemployer plan” (as defined in Title I or Title IV of ERISA), (ii) or a plan subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA, (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (v) any “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA), and neither the Company nor any ERISA Affiliate has ever incurred any liability under Title IV of ERISA that has not been paid in full; (b) each of the Plans that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter, approval letter or opinion letter from the Internal Revenue Service as to its qualification and is so qualified in all material respects, and, except that no representation is made with respect to any formal qualification requirement with respect to which the Company’s Knowledge, no event or omission remedial amendment period under Section 401(b) of the Code has occurred that would cause any Plan to lose such qualification or require corrective action to the IRS Employee Plans Compliance Resolution System to maintain such qualificationnot yet expired; (c) (i) all of the Plans have been established, operated and administered in compliance in all material respects with their respective terms and all applicable Laws, and all material contributions required under the terms of the Plans or applicable Laws have been timely made; (ii) no Plan is, or within since January 1, 2018 has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such program; and (iii) the Plans satisfy in all material respects the minimum coverage, affordability and non-discrimination requirements under the Code; (d) except with respect to the Transaction Bonuses, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (togetherhereby, with disregarding any other event) couldtermination of employment which may occur on or after the Closing, directly or indirectly, will (i) result in any material payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any current or former director, officer, officer or employee or other individual service provider of the Company from the Company under any Plan or otherwise, (ii) materially increase any benefits otherwise payable or provided under any Plan, Plan or (iii) except with respect to the Stock Options, result in any acceleration of the timing of payment, vesting or funding of any such benefits or (iv) result in to any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered)material extent; (e) none of the Plans provides medical benefits or other non-pension benefits to any retired Person, or any current employee of the Company following such employee’s retirement or other termination of employment, except as required by applicable Law (including Section 4980B of the Code) and the Company has never promised to provide such post-termination benefits); (f) there are no pending, or to the Sellers’ and Company’s Knowledge, threatened actions, suits or claims by or on behalf of any Plan, by any employee or beneficiary covered under any such Plan, as applicable, or otherwise involving any such Plan (other than routine claims for benefits); (g) each Plan that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) is in documentary and operational compliance with Section 409A of the Code and all applicable Internal Revenue Service guidance promulgated thereunder;; and (h) any transfer of property which was subject to a substantial risk of forfeiture and which would otherwise have been subject to taxation under Section 83(a) of the Code is covered by a valid and timely filed election under Section 83(b) of the Code, and a copy of such election has been provided to the Company; (i) the Company is not required to gross up or reimburse a payment to any current or former employee, officer, director, director or officer or other service provider for any Taxes incurred, including incurred under Sections 4999 or 409A of the Code.

Employee Benefit Plans and Other Compensation Arrangements. Set forth in on Section 3.8 4.9 of the Disclosure Letter Schedule is a list of (ia) all material employee benefit plans (as defined in Section 3(3) of ERISA), ) and (iib) all other severance pay, salary continuation, bonus, incentive, stock unit option, phantom equity, stock membership unit appreciation rights, compensation, employment agreement, welfare, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind, and (iii) plans or arrangements providing compensation to employee and non-employee directors, in each case with respect to which the Company currently is the sponsor or any ERISA Affiliate sponsors, contributes to, provides benefits under or through such plan, is obligated to make contributions under the plan terms, or if such plan provides benefits to or otherwise covers any current or former employee, officer or director of the Company or any ERISA Affiliate (or their respective spouses, dependents or beneficiaries) terms (collectively, the “Plans”). Except as set forth in Section 3.8 4.9 of the Disclosure LetterSchedule: (a) neither the Company nor any ERISA Affiliate is or not and has not been the sponsor of, and neither the Company nor any ERISA Affiliate is or not and has not been obligated to make contributions under, (i) a “multiemployer plan” (as defined in Title I or Title IV of ERISA), (ii) or a plan subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA, (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (v) any “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA), and neither the Company nor any ERISA Affiliate has ever incurred any liability under Title IV of ERISA that has not been paid in full; (b) each of the Plans that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter, approval letter or opinion letter from the Internal Revenue Service as to its qualification and is so qualified in all material respects, and, except that no representation is made with respect to any formal qualification requirement with respect to which the Company’s Knowledge, no event or omission remedial amendment period under Section 401(b) of the Code has occurred that would cause any Plan to lose such qualification or require corrective action to the IRS Employee Plans Compliance Resolution System to maintain such qualificationnot yet expired; (c) (i) all of the Plans have been established, operated and administered in compliance in all material respects with their respective terms and all applicable Laws, and all material contributions required under the terms of the Plans or applicable Laws have been timely made; (ii) no Plan is, or within since January 1, 2018 has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such program; and (iii) the Plans satisfy in all material respects the minimum coverage, affordability and non-discrimination requirements under the Code; (d) except with respect to the Transaction Bonuses, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (togetherhereby, with disregarding any other event) couldtermination of employment which may occur on or after the Closing, directly or indirectly, will (i) result in any material payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any current or former director, officer, officer or employee or other individual service provider of the Company from the Company under any Plan or otherwise, (ii) materially increase any benefits otherwise payable or provided under any Plan, Plan or (iii) except with respect to the Stock Options, result in any acceleration of the timing of payment, vesting or funding of any such benefits or (iv) result in to any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered)material extent; (e) none of the Plans provides medical benefits or other non-pension benefits to any retired Person, or any current employee of the Company following such employee’s retirement or other termination of employment, except as required by applicable Law (including Section 4980B of the Code) and the Company has never promised to provide such post-termination benefits); (f) there are no pending, or to the Sellers’ and Company’s Knowledge, threatened actions, suits or claims by or on behalf of any Plan, by any employee or beneficiary covered under any such Plan, as applicable, or otherwise involving any such Plan (other than routine claims for benefits); (g) each Plan that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) is in documentary and operational compliance with Section 409A of the Code and all applicable Internal Revenue Service guidance promulgated thereunder;; and (h) any transfer of property which was subject to a substantial risk of forfeiture and which would otherwise have been subject to taxation under Section 83(a) of the Code is covered by a valid and timely filed election under Section 83(b) of the Code, and a copy of such election has been provided to the Company; (i) the Company is not required to gross up or reimburse a payment to any current or former employee, officer, director, director or officer or other service provider for any Taxes incurred, including incurred under Sections 4999 or 409A of the Code.