Common use of Employee Benefit Plans and Related Matters; ERISA Clause in Contracts

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true and complete list of each material Company Benefit Plan. With respect to each material Company Benefit Plan, the Company has made available to Parent a current, accurate and complete copy thereof, and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and summaries of material modifications; and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports and audited financial statements. (b) Each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, to the knowledge of the Company, no event has occurred that would reasonably be expected to result in disqualification of such Company Benefit Plan. Each of the Company Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and the terms of any applicable collectively bargained agreements. There are no pending or, to the knowledge of the Company, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for benefits) that would, individually or in the aggregate, reasonably be expected to result in any material liability to the Company or any Company Subsidiary. No Company Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan. (c) No Company Benefit Plan provides health or welfare benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) benefits the full costs of which are borne by the current or former employee or director or other Person or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunder. (d) None of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plan, (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible as a result of Section 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a3.14(a) of the Company Battery Disclosure Letter Schedule sets forth a true true, correct and complete list of each material Company Battery Benefit Plan. Notwithstanding the foregoing, with respect to Battery Benefit Plans that are employment, severance, change-in-control or other individual agreements with respect to individuals providing services primarily outside the United States, only those individual agreements relating to an officer, executive or director with compensation and/or benefits in excess of $100,000 per year have been listed. With respect to each material Company Battery Benefit PlanPlan that primarily covers individuals providing services in the U.S., the Company Battery has provided or made available to Parent RH a current, accurate and complete copy thereof, and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and summaries of material modifications; and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports schedules and audited financial statements, if any. (b) Each Company Battery Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, to the knowledge of the CompanyBattery, no event has occurred that would reasonably be expected to result in disqualification of adversely affect such Company Benefit Planqualification. Each of the Company Battery Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, except as, individually or in the aggregate, has not had and would not reasonably be likely to have a Battery Material Adverse Effect. No liability under Title IV of ERISA has been incurred by Battery, any Battery Subsidiary or any ERISA Affiliate of Battery that has not been satisfied in full (other than with respect to amounts not yet due), except as, individually or in the terms aggregate, has not had and would not reasonably be likely to have a Battery Material Adverse Effect. With respect to each “defined benefit plan” (as defined in Section 3(35) of ERISA) subject to Title IV of ERISA and to which Battery, any applicable collectively bargained agreementsBattery Subsidiary or any ERISA Affiliate of Battery contributes or sponsors (each, a “Title IV Plan”), the present value of projected benefit obligations under such Title IV Plan did not, as of its latest valuation date, exceed the then current value of the assets of such Title IV Plan allocable to such projected benefit obligations by an amount in excess of $10,000,000. There are no pending or, to the knowledge of the CompanyBattery, threatened actionsthreatened, suits, audits, proceedings or material claims by or on behalf of any of the Company Battery Benefit Plans, by any employee or beneficiary covered under any Company Battery Benefit Plan or otherwise involving any Company Battery Benefit Plan (other than routine claims for benefits) that would), except as, individually or in the aggregate, has not had and would not reasonably be expected likely to result in any material liability to the Company or any Company Subsidiary. No Company Benefit Plan is have a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit PlanBattery Material Adverse Effect. (c) No Company Benefit Plan provides health Neither Battery nor any ERISA Affiliate contributes to or welfare has been obligated to contribute during the preceding six years to any “multiemployer pension plan,” as defined in section 3(37) of ERISA. (d) Section 3.14(d) of the Battery Disclosure Schedule sets forth any medical or death benefits (whether or not insured), ) with respect to current or former employees or directors of the Company Battery or any Company Battery Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) death benefits or retirement benefits under any “employee pension plan” (as defined in Section 3(2) of ERISA), (iii) deferred compensation benefits accrued as liabilities on the books of Battery or a Battery Subsidiary or (iv) benefits the full costs of which are borne by the current or former employee or director or other Person his or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunderher beneficiary. (de) None of Neither the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval Agreement or the consummation of the Merger or other transactions contemplated Transaction by this Agreement Battery (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company Battery or any Company Battery Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, benefits or trigger any other obligation, material obligation under any Company Battery Benefit Plan, Plan or (iii) result in any breach or violation of, default under or limit the CompanyBattery’s right to amend, modify or terminate any Company Battery Benefit Plan Plan. (f) Except with respect to individuals identified in Section 3.14(f) of the Battery Disclosure Schedule, no amount or (iv) result in the payment of any amount other entitlement that would not could be deductible received as a result of the Transaction (alone or in conjunction with any other event) by any “disqualified individual” (as defined in Section 280G 280G(c) of the Code) with respect to Battery will constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). There is no agreementNo director, plan officer, employee or other arrangement to which the Company independent contractor of Battery or any Company Battery Subsidiary is a party entitled to receive any gross-up or additional payment by which any reason of them is otherwise bound to compensate any Person in respect of Taxes pursuant to the Tax required by Section 409A or 4999 of the CodeCode being imposed on such Person. (eg) With respect to each Company Battery Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company Battery or any Company Battery Subsidiary residing outside of the U.S. (a “Foreign Company Battery Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and had or would not be reasonably be expected likely to result in any material liability to the Company or any Company Subsidiaryhave a Battery Material Adverse Effect: (i) all employer and employee contributions to each Foreign Company Battery Benefit Plan required by Law or by the terms of such Foreign Company Battery Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Battery Benefit Plan, the liability of each insurer for any Foreign Company Battery Benefit Plan funded through insurance or the book reserve established for any Foreign Company Battery Benefit Plan, together with any accrued contributions, are is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Battery Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Battery Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a) of the Company NYMEX Holdings Disclosure Letter sets forth contains a true and complete list of each material Company employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement (including but not limited to employment agreements) or arrangement other than a multiemployer plan as defined in Section 3(37) of ERISA (a “Multiemployer Plan”) (collectively, the “NYMEX Holdings Benefit Plan. Plans”) currently maintained or contributed to or required to be contributed to by (i) NYMEX Holdings, (ii) any NYMEX Holdings Subsidiary or (iii) any NYMEX Holdings ERISA Affiliate, for the benefit of any current or former employee, director or member of NYMEX Holdings or any NYMEX Holdings Subsidiary, except that individual equity grant agreements are not listed on Section 3.15(a) of the NYMEX Holdings Disclosure Letter but for all purposes are included in the definition of NYMEX Holdings Benefit Plans. (b) With respect to each material Company of the NYMEX Holdings Benefit PlanPlans, the Company NYMEX Holdings has made available to Parent a current, accurate and CME Group complete copy thereof, and, to copies of each of the extent applicablefollowing documents: (i) any related trust agreement or other funding instrumentthe NYMEX Holdings Benefit Plan (including all amendments thereto); (ii) the most recent determination letterannual report and actuarial report, if applicablerequired under ERISA or the Code, for the last three plan years ending prior to the date hereof; (iii) the most recent Summary Plan Description, together with each Summary of Material Modifications, if required under ERISA; (iv) if the NYMEX Holdings Benefit Plan is funded through a trust or any summary plan description third party funding vehicle, the trust or other funding agreement (including all amendments thereto) and summaries of material modificationsthe latest financial statements with respect to the reporting period ended most recently preceding the date thereof; (v) all contracts with respect to which NYMEX Holdings, any NYMEX Holdings Subsidiary or any NYMEX Holdings ERISA Affiliate may have any liability, including insurance contracts and record keeping agreements; and (ivvi) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports and audited financial statementsdetermination letter received from the IRS with respect to each NYMEX Holdings Benefit Plan that is intended to be qualified under Section 401(a) of the Code. (bc) No liability under Title IV of ERISA has been incurred by NYMEX Holdings or any NYMEX Holdings ERISA Affiliate that has not been satisfied in full when due, and no condition exists that presents a material risk to NYMEX Holdings or any NYMEX Holdings ERISA Affiliate of incurring a liability under Title IV of ERISA. To the extent this representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made not only with respect to NYMEX Holdings Benefit Plans but also with respect to any employee NYMEX Holdings Benefit Plan, program, agreement or arrangement subject to Title IV of ERISA to which NYMEX Holdings or any NYMEX Holdings ERISA Affiliate made, or was required to make, contributions during the five-year period ending on the Closing. No NYMEX Holdings Benefit Plan subject to the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA or any trust established thereunder has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of such NYMEX Holdings Benefit Plan ended prior to the date hereof, and all contributions required to be made with respect thereto (whether pursuant to the terms of any such NYMEX Holdings Benefit Plan or otherwise) on or prior to the date hereof have been timely made. Any cessation of benefit accruals under a NYMEX Holdings Benefit Plan was effected in accordance with any applicable requirements of ERISA and the Code, including (to the extent applicable) Section 204(h) of ERISA. Neither NYMEX Holdings nor any NYMEX Holdings ERISA Affiliate has incurred any liability pursuant to a Multiemployer Plan that has not been satisfied in full or currently contributes or has any obligation to contribute, contingent or otherwise, to a Multiemployer Plan. (d) Each Company NYMEX Holdings Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, to the knowledge of the CompanyNYMEX Holdings, no event has occurred that would could reasonably be expected to result in disqualification of such Company NYMEX Holdings Benefit Plan. . (e) Each of the Company NYMEX Holdings Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Lawslaws, including ERISA and the Code. (f) The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee or director of NYMEX Holdings or any NYMEX Holdings Subsidiary to severance pay, and unemployment compensation or any other payment, (ii) accelerate the terms time of payment or vesting, or increase the amount of compensation due to any applicable collectively bargained agreements. such current or former employee or director or (iii) result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available. (g) There are no pending or, to the knowledge of the CompanyNYMEX Holdings, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company NYMEX Holdings Benefit Plans, by any employee or beneficiary covered under any Company NYMEX Holdings Benefit Plan or otherwise involving any Company NYMEX Holdings Benefit Plan (other than routine claims for benefits). (h) Neither NYMEX Holdings, any NYMEX Holdings Subsidiary, any NYMEX Holdings ERISA Affiliate, any NYMEX Holdings Benefit Plan, any trust created thereunder, nor, to the knowledge of NYMEX Holdings, any trustee or administrator thereof has engaged in a transaction that wouldcould reasonably be expected to give rise to a civil liability under either Section 409 of ERISA or Section 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. (i) Neither NYMEX Holdings nor any NYMEX Holdings Subsidiary has any formal plan or commitment, individually whether legally binding or not, to create any additional NYMEX Holdings Benefit Plan or modify or change any existing NYMEX Holdings Benefit Plan that would affect any employee or terminated employee of NYMEX Holdings or any NYMEX Holdings Subsidiary. (j) Section 3.15(j) of the NYMEX Holdings Disclosure Letter contains a report that sets forth NYMEX Holdings’ good faith estimate, as of the date of such report, of the amount to be paid (subject to the exceptions described in such report and based upon the assumptions described in such report) to the “disqualified individuals” (as such term is defined in Section 280G of the Code) of NYMEX Holdings under all NYMEX Holdings Benefit Plans (or the amount by which any of their benefits may be accelerated or increased) as a result of (i) the execution of this Agreement, (ii) the consummation of the transactions contemplated by this Agreement or (iii) the termination or constructive termination of the employment of such disqualified individuals following one of the events set forth in clauses (i) and (ii) above. Neither one of the events set forth in clauses (i) and (ii) above will, either alone or in combination with any other event, result in payments under any of the aggregateNYMEX Holdings Benefit Plans which would not be deductible under Section 280G of the Code or limit, in any way, CME Group’s ability to amend or terminate any NYMEX Holdings Benefit Plan. (k) No “leased employees,” as that term is defined in Section 414(n) of the Code, perform services for NYMEX Holdings, any NYMEX Holdings Subsidiary or any ERISA Affiliate. Neither NYMEX Holdings, any NYMEX Holdings Subsidiary or any ERISA Affiliate has used the services of workers provided by third party contract labor suppliers, temporary employees, such “leased employees,” or individuals who have provided services as independent contractors to an extent that would reasonably be expected to result in the disqualification of any material liability NYMEX Holdings Benefit Plan or the imposition of penalties or excise taxes with respect to any NYMEX Holdings Benefit Plan by the IRS, the Department of Labor or any other Governmental Entity. (l) Neither NYMEX Holdings, any NYMEX Holdings Subsidiary nor any NYMEX Holdings ERISA Affiliate is a party to any agreement or understanding, whether written or unwritten, with the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation. (m) No representations or communications, oral or written, with respect to the Company participation, eligibility for benefits, vesting, benefit accrual or coverage under any NYMEX Holdings Benefit Plan have been made to employees, directors or agents (or any Company Subsidiaryof their representatives or beneficiaries) of NYMEX Holdings, any NYMEX Holdings Subsidiary or any NYMEX Holdings ERISA Affiliate that are not in accordance with the terms and conditions of NYMEX Holdings Benefit Plans. No Company Each NYMEX Holdings Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined can be terminated at any time without giving rise to any cost in Section 3(40) of ERISA. With respect to each excess of the Company Benefit Plans that is subject amount required to Title IV of ERISA, fund any benefits accrued but not yet funded under the present value of projected benefit obligations under such Company NYMEX Holdings Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed termination and routine administrative expenses necessary to document the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plantermination. (cn) No Company NYMEX Holdings Benefit Plan provides health benefits, including death or welfare medical benefits (whether or not insured), with respect to current or former employees or directors of the Company NYMEX Holdings or any Company NYMEX Holdings Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Lawlaw, (ii) death benefits or retirement benefits under any “employee pension plan” (as defined in Section 3(2) of ERISA), (iii) deferred compensation benefits accrued as liabilities on the books of NYMEX Holdings or a NYMEX Holdings Subsidiary or (iv) benefits the full costs of which are borne by the current or former employee or director or other Person his or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunderher beneficiary. (d) None of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plan, (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible as a result of Section 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (eo) With respect to each Company NYMEX Holdings Benefit Plan, the provisions of Section 4980B(f) of the Code, Section 601 et seq. of ERISA, and any similar local law have been complied with in all material respects. (p) Each stock option or stock appreciation right issued with respect to NYMEX Holdings Common Stock was granted with a per-share exercise or base price, as the case may be, not less than the fair market value of a share of NYMEX Holdings Common Stock on the date of grant. (q) With respect to each NYMEX Holdings Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company NYMEX Holdings or any Company NYMEX Holdings Subsidiary residing outside of the U.S. (a “Foreign Company NYMEX Holdings Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: ): (i) all employer and employee contributions to each Foreign Company NYMEX Holdings Benefit Plan required by Law law or by the terms of such Foreign Company NYMEX Holdings Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company NYMEX Holdings Benefit Plan, the liability of each insurer for any Foreign Company NYMEX Holdings Benefit Plan funded through insurance or the book reserve established for any Foreign Company NYMEX Holdings Benefit Plan, together with any accrued contributions, are is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company NYMEX Holdings Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company NYMEX Holdings Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true and complete list of each material Company Benefit Plan. With respect to each material Company Benefit Plan, the Company has made available to Parent a current, accurate and complete copy thereof, and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and summaries of material modifications; and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports schedules and audited financial statements. (b) Each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, to the knowledge of the Company, no event has occurred that would could reasonably be expected to result in disqualification of such Company Benefit Plan. Each of the Company Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Lawslaws, including ERISA and the Code. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, and the terms present value of any applicable collectively bargained agreementsprojected benefit obligations under such Company Benefit Plan did not, as of its latest valuation date, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. There are no pending or, to the knowledge of the Company, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for benefits) that would, individually or in the aggregate, reasonably be expected to result in any material liability to a Material Adverse Effect on the Company or any Company SubsidiaryCompany. No Company Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of or ERISA. With respect to each of . (c) Neither the Company Benefit Plans that is subject nor any Company Subsidiary has any formal plan or commitment, whether legally binding or not, to Title IV of ERISA, the present value of projected benefit obligations under such create any additional Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such or modify or change any existing Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject affect any employee or terminated employee of the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan. (c) No Company Benefit Plan provides health benefits, including death or welfare medical benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) death benefits or retirement benefits under any “employee pension plan” (as defined in Section 3(2) of ERISA), (iii) deferred compensation benefits accrued as liabilities on the books of the Company or a Company Subsidiary or (iv) benefits the full costs of which are borne by the current or former employee or director or other Person his or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunderher beneficiary. (d) None of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, benefits or trigger any other obligation, obligation under any Company Benefit Plan, Plan or (iii) result in any material breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan Plan. (e) No amount or (iv) result in the payment of any amount other entitlement that would not could be deductible received as a result of the transactions contemplated hereby (alone or in conjunction with any other event) by any “disqualified individual” (as defined in Section 280G 280G(c) of the Code) with respect to the Company will constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). There is no agreementNo director, plan officer, employee or other arrangement to which independent contractor of the Company or any Company Subsidiary is a party entitled to receive any gross-up or additional payment by which any reason of them is otherwise bound to compensate any Person in respect of Taxes pursuant to the tax required by Section 409A or 4999 of the CodeCode being imposed on such person. (ef) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to a Material Adverse Effect on the Company or any Company SubsidiaryCompany: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a3.16(a) of the Company Disclosure Letter sets forth a true complete and complete correct list of each material the Company Benefit PlanPlans. With respect to each material such Company Benefit Plan, the Company has provided or made available to Parent a currentcomplete and correct copy of such Company Benefit Plan, accurate if written, or a description of such Company Benefit Plan if not written, and complete copy thereof, and, to the extent applicable: , (i) any related all trust agreement agreements, insurance contracts or other funding instrument; arrangements, (ii) the two most recent determination letteractuarial and trust reports for both ERISA funding and financial statement purposes, if applicable; (iii) the two most recent Forms 5500 with all attachments required to have been filed with the IRS or the Department of Labor or any summary plan description similar reports filed with any comparable governmental authority in any non-U.S. jurisdiction having jurisdiction over any Company Benefit Plan and summaries of material modifications; and all schedules thereto, (iv) the most recent year’s Form 5500 IRS determination letter, (v) all current summary plan descriptions, (vi) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation or the Department of Labor (including a written description of any oral communication), (vii) any actuarial study of any pension, disability, post-employment life or medical benefits provided under any such Company Benefit Plan, (viii) all current employee handbooks and attached schedulesmanuals, actuarial valuation reports (ix) statements or other communications regarding withdrawal or other multiemployer plan liabilities (or similar liabilities pertaining to any non-U.S. employee benefit plan sponsored by the Company or any Company Subsidiary, if any) and audited financial statements. (bx) Each all amendments and modifications to any such Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) or related document. None of the Code Company or any Company Subsidiary has received a favorable determination letter from the IRS as communicated to its qualification any current or former employee thereof any intention or commitment to amend or modify any Company Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement and, to the knowledge of the Company, no event has occurred that would reasonably be expected to result in disqualification of such Company Benefit Plan. Each of the Company Benefit Plans material communication has been operated made orally, other than, in each case, amendments, modifications, establishments and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and the terms of any applicable collectively bargained agreements. There are no pending or, to the knowledge of the Company, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for benefits) that would, individually or in the aggregate, reasonably implementations as would be expected to result in any material liability to the Company or any Company Subsidiary. No Company Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to permitted after the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan. (c) No Company Benefit Plan provides health or welfare benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) benefits the full costs of which are borne by the current or former employee or director or other Person or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunder. (d) None of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plan, (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible as a result of Section 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes hereof pursuant to Section 409A or 4999 of the Code5.1. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. Except as set forth on Section 4.13 of the Disclosure Schedule: (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true and complete list of each material Company Benefit Plan. With respect to each material Company Benefit Plan, the Company has Sellers have made available to Parent the Buyers a currenttrue, accurate complete and complete correct copy thereof, and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent IRS determination or opinion letter, if applicable; (iii) any the summary plan description and summaries of material modificationsmodifications made to such summary plan description; and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports schedules and audited financial statements. None of the AUC Entities has any formal plan or commitment, whether legally binding or not, to create any additional Benefit Plan or modify or change any existing Benefit Plan that would affect any employee or former employee of the AUC Entities employed (or formerly employed) in connection with the Business. Section 4.13(a) of the Disclosure Schedule sets forth a true, complete and correct list of each Benefit Plan. (b) Each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, to the knowledge Knowledge of the CompanySellers, no event has occurred that would reasonably be expected to result in disqualification of such Company Benefit Plan. Each of the Company Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code. No Liability under Title IV of ERISA has been incurred by any of the AUC Entities or any ERISA Affiliate of any of the AUC Entities that has not been satisfied in full (other than with respect to amounts not yet due), and no condition exists that presents a risk to any of the terms AUC Entities or any ERISA Affiliate of any applicable collectively bargained agreementsof the AUC Entities of incurring a Liability thereunder. All contributions or other amounts payable by any of the AUC Entities as of the date hereof with respect to each Benefit Plan in respect of current or prior plan years have, in all material respects, been paid or accrued in accordance with GAAP. None of the AUC Entities has engaged in a transaction in connection with which any such Seller reasonably would be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. There are no pending or, to the knowledge Knowledge of the CompanySellers, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for benefits) that would, individually or in the aggregate, reasonably be expected to result in any material liability to the Company or any Company Subsidiary). No Company Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company ERISA and no Benefit Plans that Plan is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan. (c) No Company Benefit Plan provides health benefits, including death or welfare medical benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons Sellers beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, ; (ii) death benefits or retirement benefits under any “employee pension plan” (as defined in Section 3(2) of ERISA); (iii) deferred compensation benefits accrued as Liabilities on the books of any of the AUC Entities; or (iv) benefits the full costs of which are borne by the current or former employee or director or other Person his or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunderher beneficiary. (d) None of the negotiation or the execution of this Agreement, the making Agreement or consummation any of the Offer, the obtaining of the Company Stockholder Approval Transaction Documents or the consummation of the Merger or other transactions contemplated by this Agreement hereby or thereby (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective TimeClosing Date) will (i) entitle any current or former director, officer, employee or independent contractor of any of the Company or any Company Subsidiary AUC Entities to any compensation or benefit, ; (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, benefits or trigger any other obligation, obligation under any Company Benefit Plan, ; or (iii) result in any breach or violation of, default under or limit the Companyany AUC Entity’s right to amend, modify or terminate any Company Benefit Plan Plan. (e) No amount or (iv) result in the payment of any amount other entitlement that would not could be deductible received as a result of the transactions contemplated hereby (alone or in conjunction with any other event) by any “disqualified individual” (as defined in Section 280G 280G(c) of the Code) will constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). There is no agreementNo director, plan officer, employee or other arrangement to which the Company independent contractor of AUCNV or any Company Subsidiary is a party or by which subsidiary of any of them the AUC Entities is otherwise bound entitled to compensate receive any Person in respect gross-up or additional payment by reason of Taxes pursuant to the tax required by Section 409A or 4999 of the CodeCode being imposed on such Person. (ef) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of any of the Company or any Company Subsidiary AUC Entities residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: ): (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability Liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered with a Governmental Authority has been so registered and has been maintained in good standing with applicable regulatory authoritiesLaw. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true and complete list of each material Company Benefit Plan. With respect to each material Company Benefit Plan, the Company has made available to Parent a current, accurate and complete copy thereof, and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and summaries of material modifications; and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports and audited financial statements; and (v) all notices given to, or with respect to, such plan by the IRS or U.S. Department of Labor within the last three (3) years. (b) Each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, to the knowledge of the Company, no event has occurred that would reasonably be expected to result in disqualification of such Company Benefit Plan. Each of the Company Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and the terms of any applicable collectively bargained collective bargaining agreements. All contributions required to be made to the Company Benefit Plans pursuant to their terms, the Code, ERISA, and any other applicable Laws have been timely made. There are no pending or, to the knowledge of the Company, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, Plans by any employee or beneficiary covered under any Company Benefit Plan Plan, by the IRS, the U.S. Department of Labor, the PBGC or other governmental Entity, or otherwise involving any Company Benefit Plan (other than routine claims for benefits) that wouldthat, individually or in the aggregate, would reasonably be expected to result in any material liability to a Material Adverse effect on the Company or Company. (c) For the six-year period preceding the Closing Date, neither the Company, any Company Subsidiary, nor any ERISA Affiliate has sponsored, contributed to, or had or has any liability respecting, an employee benefit plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. No Company Benefit Plan Plan, and no employee benefit plan sponsored or contributed to by an ERISA Affiliate within the six-year period preceding the Closing Date, is (i) a multiemployer Multiemployer Plan, (ii) a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4001(a)(34063 of ERISA, or (iii) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. . (d) No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan. (ce) No Company Benefit Plan provides health or welfare benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) health continuation coverage mandated solely as required by applicable LawSection 4980B, (ii) benefits the full costs cost of which are is borne by the current or former employee or director or other Person or (iiiii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunder. (df) None of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plan, (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible as a result of Section 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (eg) With respect Neither the Company nor any Company Subsidiary is subject to each Company Benefit Plan established any material liability, tax or maintained outside penalty whatsoever to any Person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or the Code, and to the knowledge of the U.S. primarily for the benefit Company, no circumstances exist which reasonably could result in any material liability, tax or penalty (including, without limitation, a penalty under Section 502 of employees of ERISA) on the Company or any Subsidiary as a result of a breach of any duty under ERISA or under other Laws. (h) No Company Subsidiary residing Benefit Plan is subject to the laws of any jurisdiction outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: U.S. (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a3.21(a) of the Company Disclosure Letter Schedule sets forth a true complete and complete correct list of each the material Company Benefit PlanPlans (including but not limited to all Company Benefit Plans subject to ERISA or similar provisions of non-U.S. Law). With respect to each material such Company Benefit Plan, the Company has provided or made available to Parent a currentcomplete and correct copy of such Company Benefit Plan, accurate if written, or a description of such Company Benefit Plan if not written, and complete copy thereof, and, to the extent applicable: , (i) any related all trust agreement agreements, insurance contracts or other funding instrument; arrangements, (ii) the two most recent determination letteractuarial and trust reports for both ERISA funding and financial statement purposes, if applicable; (iii) the two most recent Forms 5500 with all attachments required to have been filed with the IRS or the Department of Labor or any summary plan description similar reports filed with any comparable governmental authority in any non-U.S. jurisdiction having jurisdiction over any Company Benefit Plan and summaries of material modifications; and all schedules thereto, (iv) the most recent year’s Form 5500 IRS determination letter, (v) all current summary plan descriptions, (vi) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation or the Department of Labor (including a written description of any oral communication), (vii) any actuarial study of any pension, disability, post-employment life or medical benefits provided under any such Company Benefit Plan, (viii) all material current employee handbooks and attached schedulesmanuals, actuarial valuation reports (ix) material statements or other material communications regarding withdrawal or other multiemployer plan liabilities (or similar liabilities pertaining to any non-U.S. employee benefit plan sponsored by the Company or any Company Subsidiary, if any) and audited financial statements. (bx) Each all material amendments and modifications to any such Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) or related document. None of the Code Company or any Company Subsidiary has received a favorable determination letter from the IRS as communicated in writing to its qualification any current or former employee thereof any intention or commitment to amend or modify any Company Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement and, to the knowledge of the Company, no event has occurred that would reasonably be expected to result in disqualification of such Company Benefit Plan. Each of the Company Benefit Plans material communication has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and the terms of any applicable collectively bargained agreements. There are no pending or, to the knowledge of the Company, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (made orally other than routine claims for benefits) that wouldin each case, individually or in the aggregateamendments, reasonably modifications, establishments and implementations as would be expected to result in any material liability to the Company or any Company Subsidiary. No Company Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to permitted after the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan. (c) No Company Benefit Plan provides health or welfare benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) benefits the full costs of which are borne by the current or former employee or director or other Person or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunder. (d) None of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plan, (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible as a result of Section 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes hereof pursuant to Section 409A or 4999 of the Code5.1. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a4.14(a) of the Company Seller Disclosure Letter Schedules sets forth a true complete, separate and complete correct list of the Group Companies Benefit Plans applicable to all Group Employees, ex-employees, officers and ex-officers of the Group Companies, indicating for each material Company Benefit Planwhether of a defined benefit or defined contribution nature and how it is funded. Neither Seller nor any of the Group Companies has or maintains any Multiemployer Plans. With respect to each material Company Group Companies Benefit Plan, the Company Seller has provided or made available to Parent a currentParent, accurate copies of each of the Group Companies Benefit Plans and complete copy thereof, andtheir amendments, to the extent applicable: (i) any related trust agreement or other funding instrumentthe most recent annual reports and accompanying schedules; (ii) the most recent determination letter, if applicableactuarial reports (Form 5500 Series or equivalent) and accompanying schedules; (iii) the current summary plan description, together with any summary plan description and summaries of material modificationsmodifications relating thereto; and (iv) the most recent year’s Form 5500 annual financial report; and attached schedules, actuarial valuation reports and audited financial statements(v) the most recent determination letter from the IRS. (b) Each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, With respect to the knowledge of Group Companies Benefit Plans: (i) to the CompanySeller’s Knowledge, no event has occurred that except as would reasonably be expected to result in disqualification of such Company Benefit Plan. Each of not have a Material Adverse Effect: (A) the Company Group Companies Benefit Plans has been operated and administered have at all times complied in all material respects in accordance with its terms and all applicable Laws, including ERISA regulations and the Code, and the terms of any requirements applicable collectively bargained agreements. There are no pending or, to the knowledge of the Company, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for benefits) that would, individually or in the aggregate, reasonably be expected to result in any material liability to the Company or any Company Subsidiary. No Company Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Group Companies Benefit Plans that is subject Plans; (B) to Title IV the extent they have been funded externally, all contributions to any external funding vehicle required to be made to any Group Companies Benefit Plan by applicable Laws or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Group Companies Benefit Plan, for any period through the date hereof have at all times been made in accordance with the provisions of ERISA, the present value of projected benefit obligations under such relevant Group Company Benefit Plan calculated using and those contributions falling due for payment until the Closing Date will have been made at that date; and (C) the total amount of the obligations in respect to employees as of the Balance Sheet Date which are not externally funded has been reported in the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior reports provided pursuant to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan.4.14(a); (c) No Company Benefit Plan provides health or welfare benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) benefits the full costs of there are no pension rights or expectancies, vested or unvested, whether based on individual promise, plan, shop agreement or company practice, which are borne by not externally funded, that have not been reflected in the current or former employee or director or other Person or actuarial reports; (iii) as required to the Seller’s Knowledge none of the amounts payable by the Group Companies under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunder. (d) None of the negotiation or Group Companies Benefit Plans applicable in the execution of this Agreement, the making or consummation U.S. on account of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by under this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary shall fail to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plan, (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible as a result by reason of Section 280G of the Code. ; and (iv) none of the Group Companies Benefit Plans applicable in the U.S. provides for post-retirement welfare benefits coverage, except for: (aa) health continuation coverage as required by applicable Law, including section 4980B of the Code or Title I of ERISA; (bb) coverage through the last day of the calendar month in which the retirement date occurs; (cc) the credit balance of any health savings or medical reimbursement accounts; and (dd) rights of beneficiaries to receive the remainder of a participant’s benefits upon the participant’s death. (c) There is no agreementProceeding pending or, plan to the Seller’s Knowledge, threatened against or other arrangement relating to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations Group Companies with respect to all current and former participants the Group Companies Benefit Plans, other than routine claims for benefits in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authoritiesOrdinary Course of Business. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a) of the Company OUTD Disclosure Letter Schedule sets forth a true true, correct and complete list of each material Company OUTD Benefit Plan. With respect to each material Company OUTD Benefit Plan, the Company OUTD has provided or made available to Parent IM a current, accurate and complete copy thereof, and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and summaries of material modifications; and (iv) the two most recent year’s years’ Form 5500 and attached schedules, actuarial valuation reports schedules and audited financial statements, if any. (b) Each Company OUTD Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination determination, opinion, notification or advisory letter from the IRS as to its qualification and, to the knowledge of the CompanyOUTD, no event has occurred that would reasonably be expected to result in disqualification of adversely affect such Company Benefit Planqualification. Each of the Company OUTD Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code. No material liability under Title IV of ERISA has been incurred by OUTD, and the terms any OUTD Subsidiary or any ERISA Affiliate of any applicable collectively bargained agreementsOUTD that has not been satisfied in full (other than with respect to amounts not yet due). There are no pending or, to the knowledge of the CompanyOUTD, threatened actionsthreatened, suits, audits, proceedings or material claims by or on behalf of any of the Company OUTD Benefit Plans, by any employee or beneficiary covered under any Company OUTD Benefit Plan or otherwise involving any Company OUTD Benefit Plan (other than routine claims for benefits) that would, individually or in the aggregate, reasonably be expected to result in any material liability to the Company or any Company Subsidiary. No Company Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan). (c) Neither OUTD nor any ERISA Affiliate or any predecessor thereof contributes to or has been obligated to contribute during the preceding six years to any “multiemployer pension plan,” as defined in section 3(37) of ERISA. (d) No Company OUTD Benefit Plan provides health health, medical, life insurance or welfare death benefits (whether or not insured), with respect to current or former employees or directors of the Company OUTD or any Company Subsidiary or other Persons of its Subsidiaries beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable COBRA or required to avoid the excise tax under Section 4980B of the Code, or coverage mandated by any similar state group health plan continuation Law, (ii) benefits the full costs cost of which are borne is fully paid by the such current or former employee employees or director or other Person or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereundertheir dependents. (de) None Except as set forth in Section 3.15(e) of the negotiation or OUTD Disclosure Schedule, neither the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval Agreement or the consummation of the Merger or other transactions contemplated Transaction by this Agreement OUTD (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company OUTD or any Company OUTD Subsidiary to any material compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any material compensation or benefits, benefits or trigger any other obligation, material obligation under any Company OUTD Benefit Plan, Plan or (iii) result in any material breach or violation of, default under or limit the CompanyOUTD’s right to amend, modify or terminate any Company OUTD Benefit Plan Plan. (f) Except as set forth in Section 3.15(f) of the OUTD Disclosure Schedule, no amount or (iv) result in the payment of any amount other entitlement that would not could be deductible received as a result of the Transaction (alone or in conjunction with any other event) by any “disqualified individual” (as defined in Section 280G 280G(c) of the Code) with respect to OUTD would reasonably be expected to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). There is no agreementNo director, plan officer, employee or other arrangement to which the Company independent contractor of OUTD or any Company OUTD Subsidiary is a party entitled to receive any gross-up or additional payment by which any reason of them is otherwise bound to compensate any Person in respect of Taxes pursuant to the Tax required by Section 409A or 4999 of the CodeCode being imposed on such Person. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a4.15(a) of the Company IM Disclosure Letter Schedule sets forth a true true, correct and complete list of each material Company IM Benefit Plan. With respect to each material Company IM Benefit Plan, the Company IM has provided or made available to Parent OUTD a current, accurate and complete copy thereof, and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and summaries of material modifications; and (iv) the two most recent year’s years’ Form 5500 and attached schedules, actuarial valuation reports schedules and audited financial statements, if any. (b) Each Company IM Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination determination, opinion, notification or advisory letter from the IRS as to its qualification and, to the knowledge of the CompanyIM, no event has occurred that would reasonably be expected to result in disqualification of adversely affect such Company Benefit Planqualification. Each of the Company IM Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code. No material liability under Title IV of ERISA has been incurred by IM, and the terms any IM Subsidiary or any ERISA Affiliate of any applicable collectively bargained agreementsIM that has not been satisfied in full (other than with respect to amounts not yet due). There are no pending or, to the knowledge of the CompanyIM, threatened actionsthreatened, suits, audits, proceedings or material claims by or on behalf of any of the Company IM Benefit Plans, by any employee or beneficiary covered under any Company IM Benefit Plan or otherwise involving any Company IM Benefit Plan (other than routine claims for benefits) that would, individually or in the aggregate, reasonably be expected to result in any material liability to the Company or any Company Subsidiary. No Company Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan). (c) Neither IM nor any ERISA Affiliate or any predecessor thereof contributes to or has been obligated to contribute during the preceding six years to any “multiemployer pension plan,” as defined in section 3(37) of ERISA. (d) No Company IM Benefit Plan provides health health, medical, life insurance or welfare death benefits (whether or not insured), with respect to current or former employees or directors of the Company IM or any Company Subsidiary or other Persons of its Subsidiaries beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable COBRA or required to avoid the excise tax under Section 4980B of the Code, or coverage mandated by any similar state group health plan continuation Law, (ii) benefits the full costs cost of which are borne is fully paid by the such current or former employee employees or director or other Person or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereundertheir dependents. (de) None Except as set forth in Section 4.15(e) of the negotiation or IM Disclosure Schedule, neither the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval Agreement or the consummation of the Merger or other transactions contemplated Transaction by this Agreement IM (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company IM or any Company IM Subsidiary to any material compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any material compensation or benefits, benefits or trigger any other obligation, material obligation under any Company IM Benefit Plan, Plan or (iii) result in any material breach or violation of, default under or limit the CompanyIM’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible as a result of Section 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company IM Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true and complete list of each material Company Benefit Plan. With respect to each material Company Benefit Plan, the Company has made available to Each Parent a current, accurate and complete copy thereof, and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and summaries of material modifications; and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports and audited financial statements. (b) Each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, to the knowledge of the CompanyParent, no event has occurred that would could reasonably be expected to result in disqualification of such Company Parent Benefit Plan. Each of the Company Parent Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Lawslaws, including ERISA and the Code. With respect to each Parent Benefit Plans that is subject to Title IV of ERISA, and the terms present value of any applicable collectively bargained agreementsprojected benefit obligations under such Parent Benefit Plan did not, as of its latest valuation date, exceed the then current value of the assets of such Parent Benefit Plan allocable to such projected benefit obligations. There are no pending or, to the knowledge of the CompanyParent, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Parent Benefit Plans, by any employee or beneficiary covered under any Company Parent Benefit Plan or otherwise involving any Company Parent Benefit Plan (other than routine claims for benefits) that would, individually or in the aggregate, reasonably be expected to result in any material liability to the Company or any Company Subsidiarya Material Adverse Effect on Parent. No Company Parent Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of or ERISA. With respect . (b) Neither Parent nor any Parent Subsidiary has any formal plan or commitment, whether legally binding or not, to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company create any additional Parent Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or modify or change any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company existing Parent Benefit Plan that constitutes in would affect any part a nonqualified deferred compensation plan within the meaning employee or terminated employee of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan. (c) Parent or any Parent Subsidiary. No Company Parent Benefit Plan provides health benefits, including death or welfare medical benefits (whether or not insured), with respect to current or former employees or directors of the Company Parent or any Company Parent Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) death benefits or retirement benefits under any “employee pension plan” (as defined in Section 3(2) of ERISA), (iii) deferred compensation benefits accrued as liabilities on the books of Parent or a Parent Subsidiary or (iv) benefits the full costs of which are borne by the current or former employee or director or other Person his or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunderher beneficiary. (dc) None of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Parent Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company Parent or any Company Parent Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, benefits or trigger any other obligation, obligation under any Company Parent Benefit Plan, Plan or (iii) result in any material breach or violation of, default under or limit the CompanyParent’s right to amend, modify or terminate any Company Parent Benefit Plan Plan. (d) No amount or (iv) result in the payment of any amount other entitlement that would not could be deductible received as a result of the transactions contemplated hereby (alone or in conjunction with any other event) by any “disqualified individual” (as defined in Section 280G 280G(c) of the Code) with respect to Parent will constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). There is no agreementNo director, plan officer, employee or other arrangement to which the Company independent contractor of Parent or any Company Parent Subsidiary is a party entitled to receive any gross-up or additional payment by which any reason of them is otherwise bound to compensate any Person in respect of Taxes pursuant to the tax required by Section 409A or 4999 of the CodeCode being imposed on such person. (e) With respect to each Company Parent Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company Parent or any Company Parent Subsidiary residing outside of the U.S. (a “Foreign Company Parent Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiarya Material Adverse Effect on Parent: (i) all employer and employee contributions to each Foreign Company Parent Benefit Plan required by Law law or by the terms of such Foreign Company Parent Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Parent Benefit Plan, the liability of each insurer for any Foreign Company Parent Benefit Plan funded through insurance or the book reserve established for any Foreign Company Parent Benefit Plan, together with any accrued contributions, are is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Parent Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Parent Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a3.21(a) of the Company Disclosure Letter Schedule sets forth as of the date of this Agreement a true and complete list of each the material Company Benefit PlanPlans, including all Company Benefit Plans subject to ERISA or similar provisions of non-U.S. Law. With respect to each material such Company Benefit Plan, the Company has made available to Parent a current, accurate true and complete copy thereofof such Company Benefit Plan, andif written, or a description of the material terms of such Company Benefit Plan if not written, and to the extent applicable: , (i) any related all material trust agreement agreements, insurance contracts or other funding instrument; arrangements, (ii) the most recent determination letteractuarial and trust reports for both ERISA funding and financial statement purposes, if applicable; (iii) the most recent Form 5500 with all attachments required to have been filed with the IRS or the Department of Labor or any summary plan description similar reports filed with any comparable Governmental Entity in any non-U.S. jurisdiction having jurisdiction over any Company Benefit Plan and summaries of material modifications; and all schedules thereto, (iv) the most recent year’s Form 5500 IRS determination letter, (v) all material current summary plan descriptions, (vi) any actuarial study of any pension, disability, post-employment life or medical benefits provided under any such Company Benefit Plan and attached schedules(vii) statements or other communications regarding withdrawal or other multiemployer plan liabilities (or similar liabilities pertaining to any non-U.S. employee benefit plan sponsored by the Company or any of its Subsidiaries, actuarial valuation reports and audited financial statementsif any). (b) Each Company Benefit Plan intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS as to its qualification that the Company Benefit Plan is so qualified, and, to the knowledge of the Company, there are no event has occurred existing circumstances or any events that would reasonably be expected to result in disqualification of such Company Benefit Plan. Each of adversely affect the Company Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and the terms qualified status of any applicable collectively bargained agreements. There are no pending or, to the knowledge of the Company, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for benefits) that such plan in a manner which would, individually or in the aggregate, reasonably be expected to result have a Company Material Adverse Effect. Each Company Benefit Plan has been administered and operated in accordance with its terms and with applicable Law, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Neither the Company nor any material of its Subsidiaries, nor any of their ERISA Affiliates contributes to, sponsors or maintains or has in the past sponsored, maintained, contributed to or had any liability in respect of any pension plan subject to Section 412 of the Code or Section 302 or Title IV of ERISA or any similar provisions of non-U.S. Law. (d) There are no claims pending, or to the knowledge of the Company, threatened in writing with respect to any of the Company Benefit Plans by any employee or otherwise involving any such plan or the assets of any such plan (other than routine claims for benefits), except as would not, individually or in the aggregate, reasonably be expected to have a Company Subsidiary. Material Adverse Effect. (e) No Company Benefit Plan is a "multiemployer plan plan" within the meaning of Section 4001(a)(3) of ERISA or is a "multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan plan" within the meaning of Section 409A 4063 or 4064 of ERISA. Neither the Code Company nor any of its Subsidiaries has at any time during the last six (6) years contributed to or been operated and maintained in all material respects in operational and documentary compliance with Section 409A obligated to contribute to any such type of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Planplan. (cf) No Company Benefit Plan provides health or welfare benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) benefits the full costs of which are borne by the current or former employee or director or other Person or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunder. (d) None of the negotiation or the execution of this Agreement, the making or The consummation of the Offer, the obtaining of transactions to which the Company Stockholder Approval or the consummation of the Merger or other transactions is a party contemplated by this Agreement (hereby will not, either alone or in conjunction combination with any other another event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, officer or employee or independent contractor of the Company or of any Company Subsidiary of its Subsidiaries to any severance pay, unemployment compensation or benefitany other payment, (ii) result in any payment becoming due, accelerate the time of payment or vesting, or trigger increase the amount of compensation due to any payment such director, officer or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Planemployee, (iii) result in any breach forgiveness of indebtedness, trigger any funding obligation under any Company Benefit Plan or violation of, default under impose any restrictions or limit limitations on the Company’s right 's rights to amendadminister, modify amend or terminate any Company Benefit Plan or (iv) result in any payment (whether in cash or property or the payment vesting of property) to any amount "disqualified individual" (as such term is defined in Treasury Regulation Section 1.280G-1) that would not reasonably be deductible construed, individually or in combination with any other such payment, to constitute an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code). No person is entitled to receive an additional payment (including any tax gross up or other payment) from the Company or any of its Subsidiaries as a result of Section 280G the imposition of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or excise tax required by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 4999(a) of the Code. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a) 3.14 of the Company Purchaser Disclosure Letter Schedule sets forth a true and complete list of each material “employee benefit plan” (as defined in Section 3(3) of ERISA) sponsored or maintained by the Operating Company or its Subsidiaries (“Operating Company Benefit Plan. With respect to each material Company Benefit Plan, the Company has made available to Parent a current, accurate and complete copy thereof, and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and summaries of material modifications; and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports and audited financial statements”). (b) Each Operating Company Benefit Plan intended to be qualified under Section 401(a) of the Code is so qualified, and, to the Parent’s Knowledge, there are no existing circumstances that, individually or in the aggregate, adversely affect or would reasonably be expected to adversely affect the qualified status of any such plan in a manner which would reasonably be expect to have a Purchaser Material Adverse Effect. Each Operating Company Benefit Plan has been administered and operated in accordance with its terms and with applicable Law, except as would not reasonably be expected to have a Purchaser Material Adverse Effect. (c) No liability under Title IV or Section 302 of ERISA has been incurred by the Operating Company or any ERISA Affiliate that has not been satisfied in full, and, to the Operating Company’s Knowledge, no condition exists that presents a risk to the Parent or any ERISA Affiliate of incurring any such liability (exclusive of the liability to pay insurance premiums to the PBGC under Title IV of ERISA), except as, individually and in the aggregate, does not and would not reasonably be expected to have a Purchaser Material Adverse Effect. No Operating Company Benefit Plan is an “qualifiedemployee pension benefit plan” (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA. (d) No Operating Company Benefit Plan is a “multiemployer plan” within the meaning of Section 401(a4001(a)(3) of ERISA or is a “multiple employer plan” within the Code has received a favorable determination letter from the IRS as to its qualification and, to the knowledge meaning of the Company, no event has occurred that would reasonably be expected to result in disqualification Section 4063 or 4064 of such Company Benefit Plan. Each of the Company Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and the terms of any applicable collectively bargained agreements. ERISA. (e) There are no pending or, to the knowledge Knowledge of the CompanyParent, threatened actions, suits, audits, proceedings actions or claims by or on behalf of with respect to any of the Operating Company Benefit Plans, Plans by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any such Operating Company Benefit Plan (other than routine claims for benefits) that would), except as, individually or and in the aggregate, reasonably be expected to result in any material liability to the Company or any Company Subsidiary. No Company Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance do not have been applicable to such Company Benefit Plan. (c) No Company Benefit Plan provides health or welfare benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) benefits the full costs of which are borne by the current or former employee or director or other Person or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunder. (d) None of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plan, (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible as a result of Section 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authoritiesan Purchaser Material Adverse Effect. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(aDisclosure Schedule 3.16(a) of the Company Disclosure Letter sets forth a true and complete list of lists each material Company Benefit Plan. With respect to each material Company Except as set forth on Disclosure Schedule 3.16(a), none of the Acquired Companies sponsors any Benefit Plan, the Company has made available to Parent a current, accurate and complete copy thereof, and. There are no pending or, to Sellers’ Knowledge, threatened claims by or on behalf of any Person or otherwise involving any Benefit Plan or the extent applicable: assets of any Benefit Plan (i) other than routine claims for benefit). Except as set forth on Disclosure Schedule 3.16(a), no Benefit Plan provides benefits or otherwise has any benefit-related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) obligations to any summary plan description and summaries of material modifications; and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports and audited financial statementsPerson who is not an Employee. (b) With respect to each Benefit Plan, Sellers have provided or made available to Buyer true and complete copies of all written Benefit Plans; descriptions of all unwritten Benefit Plans; all trust agreements; insurance contracts or other funding arrangements; to the extent required by ERISA, the two most recent actuarial and trust reports; the two most recent Forms 5500 that have been filed and all schedules thereto; the most recent IRS determination letter; the current summary plan description; all currently effective material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation (“PBGC”) or the Department of Labor (including a written description of any oral communication); an actuarial study of any post-employment life or medical benefits provided under any such Benefit Plan, if any; currently effective statements or other material communications regarding withdrawal or other material multiemployer plan liabilities, if any; and all amendments and modifications to any such document. All accounting practices and actuarial and other assumptions used in connection with the preparation of all documents described above or in the determination of any funding obligation for any Benefit Plan are reasonable and materially consistent with all Applicable Laws. (c) None of the Sellers, the Acquired Companies or any of their respective Affiliates has incurred or reasonably expects to incur in connection with any Benefit Plan (either directly or indirectly, including as a result of any indemnification obligation) any material liability or obligation (other than liability for premiums due to the PBGC) under or pursuant to Title I or IV of ERISA (or any comparable provision of the Applicable Laws of any jurisdiction other than the United States) or the penalty, excise tax or joint and several liability provisions of the Code relating to employee benefit plans and, to Sellers’ Knowledge, no event, transaction or condition has occurred or exists that could result in any such material liability of any Seller, any Acquired Company or any of their respective Affiliates or, following the Closing, the Buyer. (d) Each Company Benefit Plan intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, to the knowledge under section 401(a) of the Company, Code and no event fact or condition exists or has occurred that would which could reasonably be expected to result in the disqualification of any such Company Plan. (e) Each Benefit Plan. Each of the Company Benefit Plans Plan has been operated operated, funded and administered in all material respects in accordance compliance with its terms and all applicable Applicable Laws, including but not limited to ERISA and the Code, and the terms of any applicable collectively bargained agreements. There are no pending or, to the knowledge of the Company, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary covered under any Company . (f) No Benefit Plan has undergone a termination or otherwise involving any Company Benefit Plan (other than routine claims for benefits) that would, individually or in the aggregate, reasonably be expected to result in any material liability to the Company or any Company Subsidiary. No Company Benefit Plan is a multiemployer plan partial termination within the meaning of Section 4001(a)(3) of ERISA section 401 or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each 411 of the Company Benefit Plans that is subject to Title IV Code or section 4043 of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A regulations promulgated under such sections. No Benefit Plan sponsored by Xxxxxxx is a “multiemployer plan” within the meaning of section 4001(a)(3) of ERISA, nor is it a “multiple employer plan” within the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A meaning of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan4063 or section 4064 of ERISA. (cg) Disclosure Schedule 3.16(g) sets forth the assets, accumulated benefit obligation and projected benefit obligation of the Xxxxxxx Manufacturing Company Pension Plan (the “Plan”) as of September 30, 2005, in each case determined in accordance with U.S. GAAP. (h) No Company Benefit Plan provides health Employee is or welfare may become entitled to post-employment benefits of any kind by reason of employment in the Acquired Operations, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage provided pursuant to the terms of any Benefit Plan specifically identified as providing such coverage in Disclosure Schedule 3.16(h) or mandated solely by applicable Law, section 4980B of the Code or (ii) retirement benefits the full costs of which are borne by the current or former employee or director or other Person or (iii) as required payable under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunderqualified under section 401(a) of the Code. (di) None The consummation of the negotiation or the execution of transactions contemplated by this Agreement, the making or consummation of Share Purchase Agreement and the OfferAncillary Agreements, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement (alone itself or in conjunction combination with any other event, including any termination will not result in an increase in the amount of employment on compensation or following benefits or the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor acceleration of the Company vesting or any Company Subsidiary to any compensation or benefit, (ii) accelerate the time timing of payment or vesting, or trigger any payment or funding, of any compensation or benefits, benefits payable to or trigger any other obligation, under any Company Benefit Plan, (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment respect of any amount Employee, nor will such consummation entitle any Person to any payments or enhanced benefits that would be an “excess parachute payment” as defined in Section 280G of the Code that would not be deductible as a result of the operation of Section 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (ej) With respect to each Company Benefit Plan established or maintained outside None of the U.S. primarily for Sellers, the benefit of employees of the Company Acquired Companies or any Company Subsidiary residing outside of their respective Affiliates has incurred or, to Seller’s Knowledge, is likely to incur, any liability or obligation under the U.S. Worker Adjustment and Retraining Notification Act of 1988 (a “Foreign Company Benefit PlanWARN Act”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company ) or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law comparable state or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authoritieslocal plant closing law. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true and complete list of each material Company Benefit Plan. With respect to each material Company Benefit Plan, the Company has made available to Parent a current, accurate and complete copy thereof, and, to the extent applicable: (i) any related trust agreement or other funding instrument; , (ii) the most recent determination letter, if applicable; , (iii) any summary plan description and summaries of material modifications; modifications and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports and audited financial statements. (b) Each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, to the knowledge of the Company, no event has occurred that would reasonably be expected to result in disqualification of such Company Benefit Plan. Each of the Company Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and the terms of any applicable collectively bargained agreements. There are no pending or, to the knowledge of the Company, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for benefits) that would, individually or in the aggregate, reasonably be expected to result in any material liability to the Company or any Company Subsidiary. No Company Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan. (c) No Company Benefit Plan provides health or welfare benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) benefits the full costs of which are borne by the current or former employee or director or other Person or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunder. (d) None of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plan, (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible as a result of Section 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; , (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; , and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true and complete list of each material Company Benefit Plan. With respect to each material Company Benefit Plan, the Company has made available to Parent a current, accurate and complete copy thereof, and, to the extent applicable: (i) any related trust agreement or other funding instrument; , (ii) the most recent determination letter, if applicable; , (iii) any summary plan description and summaries of material modifications; modifications and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports and audited financial statements. (b) Each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, to the knowledge of the Company, no event has occurred that would reasonably be expected to result in disqualification of such Company Benefit Plan. Each of the Company Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and the terms of any applicable collectively bargained agreements. There are no pending or, to the knowledge of the Company, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for benefits) that would, individually or in the aggregate, reasonably be expected to result in any material liability to the Company or any Company Subsidiary. No Company Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan. (c) No Company Benefit Plan provides health or welfare benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) benefits the full costs of which are borne by the current or former employee or director or other Person or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunder. (d) None of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plan, (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible as a result of Section 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any 26 Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; , (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; , and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a3.12(a) of the Company Disclosure Letter sets forth a true list of all employee benefit, health, welfare, supplemental unemployment benefit, bonus, incentive, pension, profit sharing, deferred compensation, stock compensation, stock option, stock purchase, retirement, hospitalization insurance, medical, dental, legal, disability and similar plans or arrangements or practices, whether written or oral, which are sponsored, maintained or contributed to by the Company or any of its ERISA Affiliates (collectively referred to as the “Company Benefit Plans”). (b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could be reasonably expected to result in any Company Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable Laws refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material amount of Taxes, fees, penalties or levies under applicable Laws. There are no material actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, audits, investigations, arbitrations or other proceedings which are pending or, to the Company’s knowledge, threatened in respect of any of the Company Benefit Plans or their assets. No Company Benefit Plan is now or at any time has been subject to Part 3, Subtitle B of Title I of ERISA or Title IV of ERISA. (c) The Company has made available to Merger Sub true, correct and complete list copies of each material all of the Company Benefit Plan. With respect to each material Plans, as amended, (or, in the case of any unwritten Company Benefit Plan, a description thereof) together with all related actuarial reports, and the Company has made available to Parent Merger Sub all other related documentation including, without limitation, funding agreements, trust agreements, funding and financial information returns and statements with respect to each Company Benefit Plan, and current plan summaries, booklets and personnel manuals. The Company has made available to Merger Sub a current, accurate true and complete copy thereof, and, to the extent applicable: of (i) any related trust agreement the most recent annual report on Form 5500 filed with the United States Internal Revenue Service or other funding instrument; Department of Labor with respect to each Company Benefit Plan in respect of which such a report was required, and (ii) the most recent determination letter, if applicable; (iii) any summary plan description and summaries annual information return filed with the Canada Revenue Agency with respect to each Company Benefit Plan in respect of material modifications; and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports and audited financial statementswhich such a return was required. (bd) All of the Company Benefit Plans are and have been established, registered, qualified, invested and administered, in all material respects, in accordance with all applicable Laws, and in accordance with their terms (except that in any case in which any Company Benefit Plan is currently required to comply with a provision of ERISA or of the Code, but is not yet required to be amended to reflect such provision, it has been maintained, operated and administered in accordance with such provision) and the terms of agreements between the Company or a Company Subsidiary, as the case may be, and their respective employees. (e) All obligations of the Company or a Company Subsidiary regarding the Company Benefit Plans have been satisfied in all material respects. All contributions or premiums required to be made by the Company or an ERISA Affiliate, as the case may be, under the terms of each Company Benefit Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the Company Benefit Plans. (f) Each Company Benefit Plan that is subject to insurance or funding requirements is fully insured or fully funded in accordance with the assumptions disclosed in the most recent applicable actuarial report and in good standing with such regulatory authorities as may be applicable and, as of the date of this Agreement, no notice of underfunding, noncompliance, failure to be in good standing or otherwise has been received by the Company or the Company Subsidiaries from any such regulatory authority. (g) No commitments by the Company, any Company Subsidiary or ERISA Affiliate to improve or otherwise amend any Company Benefit Plan have been made except as required by applicable Laws. (h) No insurance policy or any other contract or agreement affecting any Company Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder. (i) All Company Benefit Plans intended to be “qualified” within tax-qualified in the meaning United States have been the subject of Section 401(a) of the Code has received a favorable determination letter letters from the IRS as to its qualification andthe effect that such Company Benefit Plans and their related trusts are qualified and exempt from United States Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of the Company, no event has revocation been threatened, nor has any such Company Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs and nothing has occurred in operation of the Company Benefit Plan that would reasonably be expected could adversely affect the qualified status of such plan. As to result in disqualification any such Company Benefit Plan, there has been no termination or partial termination of such Company Benefit Plan. Each Plan within the meaning of Section 411(d)(3) of the Code. (j) Neither the Company Benefit Plans, any trusts created thereunder, the Company, any ERISA Affiliate, nor any employee of the foregoing, nor, to the Company’s knowledge, any trustee, administrator or other fiduciary thereof, has engaged in a “prohibited transaction” (as such term is defined in section 4975 of the Code or section 406 of ERISA) or any other activity that could subject any thereof to any tax or penalty (including without limitation, the taxes or penalties on prohibited transactions imposed by Code section 4975) or any sanctions imposed under Title I of ERISA. (k) No amount or benefit that could be received (whether in cash or property, the vesting of property or the acceleration of the exerciseability of stock options) as a result of or in connection with the transactions contemplated by this Agreement (whether or not some other subsequent action or event would be required to cause the receipt of such amount or benefit to occur) by any employee, officer or director of the Company or any of its Affiliates who is a “disqualified individual” (as such term is defined in United States Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Plan currently in effect will fail to be deductible for United States federal income tax purposes by virtue of Section 280G of the Code; and no employee remuneration payable to a covered employee shall fail to be allowed as a deduction under Section 162(m) of the Code. (l) None of the Company Benefit Plans is now or ever has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and the terms of any applicable collectively bargained agreements. There are no pending or, to the knowledge of the Company, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for benefits) that would, individually or in the aggregate, reasonably be expected to result in any material liability to the Company or any Company Subsidiary. No Company Benefit Plan is a “multiemployer plan plan” within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISAany other applicable Law, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event nor has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any ERISA Affiliate been obligated to contribute to any such multiemployer plan at any time within the past six years, or incurred any withdrawal liability. (m) No employment, severance or termination agreement, other compensation arrangement or Company SubsidiaryBenefit Plan provides for payment of a benefit, either directly the increase of a benefit amount, the acceleration of contributions or funding, the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit by reason of their affiliation with the execution of this Agreement or the consummation of the transactions contemplated by this Agreement (whether or not some other subsequent action or event would be required to cause such payment, increase, acceleration, or vesting to be triggered). (n) To the extent that any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified “non-qualified deferred compensation plan plan” within the meaning of Section 409A of the Code Code, such Company Benefit Plan has been operated and maintained in all material respects in operational and documentary good faith compliance with Section 409A of the Code and all IRS the official guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan. (co) No Company Benefit Plan provides health awards (and no agreement or welfare benefits (whether or not insured), with respect to current or former employees or directors of promise by the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (ito make awards) coverage mandated solely by applicable Law, (ii) benefits the full costs of which are borne by the current or former employee or director or other Person or (iii) as required under any Company Benefit Plan that provides longfor the granting of equity, equity-term disability benefits that based rights, equity derivatives or options to purchase equity (“Equity Plans”) have been fully provided for by insurance thereunderbackdated awards or awards granted with an effective grant date that is other than the date on which the committee or other administrator of such Equity Plans having authority thereunder to make such awards, (i) has taken all necessary corporate action to complete such awards (unless such committee or other administrator has specified a future grant date on the date it so acts and such action has been (or will be) completed prior to such future grant date) and (ii) has timely communicated all of the terms of the awards to the recipients in accordance with the Company’s customary human resource practices and applicable accounting standards. In addition, no awards made under the Equity Plans have been (or will be) altered in a manner that would result in or have the effect of failing to comply with the foregoing sentence. (dp) None of No Company Benefit Plan other than the negotiation Company 401(k) Plan or the execution of this AgreementCanadian Group Plan invests in or is funded with Common Stock. (q) In all material respects, the making or consummation Company and all Company Subsidiaries have properly classified for all purposes (including, without limitation, for all Tax purposes and for purposes of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement (alone or determining eligibility to participate in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plan) all employees, (iii) result in any breach or violation ofleased employees, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible as a result of Section 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”)consultants and independent contractors, and except as, individually or has withheld and paid all applicable Taxes and made all appropriate filings in the aggregate, has not resulted in and would not reasonably be expected connection with services provided by such persons to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit mattersSubsidiary.

Employee Benefit Plans and Related Matters; ERISA. (ai) Section 3.15(a4(k) of the Company Disclosure Letter sets forth a true and complete list in all material respects of each material all the Company Benefit PlanPlans (including a description of any oral Company Benefit Plans), provided there is no obligation to list any Company Benefit Plan under which the liability is not material to the Company or any of its Subsidiaries. With respect to each material Company Benefit PlanPlan set forth in Section 4(k) of the Disclosure Letter, the Company has provided or made available to Parent a current, accurate and complete copy thereof, andthe Investor, to the extent applicable: , true and complete copies of all documents evidencing all of the material terms and conditions of such Company Benefit Plans (i) any related trust agreement or other funding instrument; (ii) the most recent determination letteror, if applicable; , a description in the case of an oral Company Benefit Plan). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has communicated to any current or former employee any intention or commitment to amend or modify any Company Benefit Plan in any way that materially increases the liability of the Company or any of its Subsidiaries, or establish or implement any new Company Benefit Plan (iii) other than any summary plan description and summaries Company Benefit Plan under which the liability is not material to the Company or any of material modifications; and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports and audited financial statementsits Subsidiaries). (bii) Each Company Benefit Plan intended to be “qualified” within the meaning of Section qualified under section 401(a) of the Code Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS as to its qualification and, and to the knowledge Knowledge of the Company, there are no event has occurred circumstances or events that would could reasonably be expected to result in disqualification adversely affect the qualified status of any such plan. Each Company Benefit Plan. Each of the Company Benefit Plans Plan has been operated and administered in all material respects in accordance with its terms and all applicable LawsLaw. (iii) No material liability under Title IV of ERISA (including plan termination liabilities and withdrawal liabilities with respect to any multiemployer plan as defined in Section 3(37) of ERISA) has been incurred or is reasonably likely to be incurred, in each case which would result in a material liability to the Company and its Subsidiaries, taken as a whole. All contributions and premiums required to have been paid by the Company or any of its Subsidiaries to any Company Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law (including ERISA and the Code) or collective bargaining agreement have been paid within the time prescribed by any such plan, and agreement or applicable Law. Neither the terms Company nor any of its Affiliates has at any applicable collectively bargained agreements. There time during the six-year period preceding the date of this Agreement maintained, contributed to or incurred any liability under any multiemployer plan (as defined in sections 3(37) or 4001(a)(3) of ERISA) or a “multiple employer plan” within the meaning of section 4063 or 4064 of ERISA. (iv) Other than routine claims for benefits, there are no pending orpending, or to the knowledge Knowledge of the Company, threatened actions, suits, audits, proceedings or anticipated claims (A) by or on behalf of any of the Company Benefit PlansPlan, by any an employee or beneficiary covered under any Company Benefit Plan Plan, or otherwise involving any Company Benefit Plan Plan, or (other than routine claims for B) by or on behalf of any current or former employee of the Company or any Subsidiary relating to his or her employment, termination of employment, compensation or employee benefits) that would, except, in each case, as would not, individually or in the aggregate, reasonably be expected to result in any a material liability to the Company or any Company Subsidiary. No Company Benefit Plan is and its Subsidiaries, taken as a multiemployer plan within whole. (v) To the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge Knowledge of the Company, no condition exists that would subject Company Benefit Plans are presently under audit or examination (nor has notice been received of a potential audit or examination) by the Company IRS, the Department of Labor, or any Company Subsidiaryother Governmental Authority, either directly domestic or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Planforeign. (cvi) No Neither the Company Benefit Plan provides health nor any of its Subsidiaries has any liability in respect of post-retirement health, medical or welfare life insurance benefits (whether for retired, former or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) benefits the full costs of which are borne by the current or former employee or director or other Person or (iii) its Subsidiaries except as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunderapplicable Law. (dvii) None The execution, delivery, and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement Transactions will not (alone or in conjunction combination with any other event, including ) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any termination compensation or benefits payable to or in respect of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former directoremployee, officer, employee director or independent contractor of the Company or any Company Subsidiary of its Subsidiaries or any increased or accelerated funding obligation with respect to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plan. (viii) No officer, (iii) result in employee, director, consultant or other service provider of the Company or any breach of its Subsidiaries is entitled to receive any tax gross up, indemnity or violation of, default under similar payment from the Company or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible its Subsidiaries as a result of the imposition of any income taxes or excise taxes under Section 409A or 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true and complete list of each material Company Benefit Plan. With respect to each material Company Benefit Plan, the Company has made available to Parent a current, accurate and complete copy thereof, and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and summaries of material modifications; and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports and audited financial statements. (b) Each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, to the knowledge of the Company, no event has occurred that would reasonably be expected to result in disqualification of such Company Benefit Plan. Each of the Company Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and the terms of any applicable collectively bargained agreements. There are no pending or, to the knowledge of the Company, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for benefits) that would, individually or in the aggregate, reasonably be expected to result in any material liability to the Company or any Company Subsidiary. No Company Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan. (c) No Company Benefit Plan provides health or welfare benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) benefits the full costs of which are borne by the current or former employee or director or other Person or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunder. (d) None of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plan, (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible as a result of Section 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a) of the Company Disclosure Letter sets forth contains a true true, complete and complete list correct list, as of the date of this Agreement, of each material Company Benefit Plan (identifying with an asterisk each such Company Benefit Plan that is a Stand-Alone Benefit Plan). With Seller or the Company has made available to Purchaser, to the extent applicable, (i) with respect to each material Company Benefit Plan, the Company has made available (A) a true, complete and correct copy of all plan documents and all material modifications and amendments thereto and (B) all material written correspondence from a Governmental Entity and (ii) with respect to Parent a currenteach material Stand-Alone Benefit Plan, accurate and complete copy thereof(A) copies of all trust agreements, and, to the extent applicable: (i) any related trust agreement insurance Contracts or other funding instrument; arrangements, (iiB) the most recent determination letterannual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Entity (including reports filed on Form 5500 with accompanying schedules and attachments), if applicable; any, (iii) any summary plan description and summaries of material modifications; and (ivC) the most recent year’s Form 5500 determination, qualification or opinion letter or similar document issued by any Governmental Entity for any such Stand-Alone Benefit Plan intended to qualify for favorable tax treatment and attached schedules, actuarial valuation reports any pending application thereof and audited financial statements(D) the current summary plan description. (b) Each Company Stand-Alone Benefit Plan intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS as to its qualification and, to Internal Revenue Service (the knowledge of the Company, “IRS”) and no event has occurred or circumstance exists that would could reasonably be expected to result in disqualification a revocation of such determination letter or the imposition of any penalty or Liability with respect to the qualified status of any such Stand-Alone Benefit Plan or trust. Each Company Benefit Plan. Each of the Company Benefit Plans Plan has been operated and administered in all material respects in accordance with its terms and all applicable Applicable Laws, including ERISA and the Code, and the terms of any applicable collectively bargained agreements. There are no pending or, to the knowledge of the Company, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for benefits) that would, except as would not individually or in the aggregate, reasonably be expected to result in any a material liability Liability to the Company and the Subsidiaries. Neither the Company or any Company Subsidiary. No Company Subsidiary has received any claim or notice that a Stand-Alone Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary non-compliance with Section 409A of the Code and all IRS guidance promulgated thereunderits terms or Applicable Laws, to the extent such section and such guidance have been applicable to such Company Benefit Plan. (c) No Company Benefit Plan provides health or welfare benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) benefits the full costs of which are borne by the current or former employee or director or other Person or (iii) except as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunder. (d) None of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plan, (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible as a result of Section 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any a material liability Liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authoritiesSubsidiaries. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (ai) Section 3.15(a4(k) of the Company Disclosure Letter sets forth a true and complete list in all material respects of each material all the Company Benefit PlanPlans (including a description of any oral Company Benefit Plans), provided there is no obligation to list any Company Benefit Plan under which the liability is not material to the Company or any of its Subsidiaries. With respect to each material Company Benefit PlanPlan set forth in Section 4(k) of the Disclosure Letter, the Company has provided or made available to Parent a current, accurate and complete copy thereof, andthe Investor, to the extent applicable: , true and complete copies of all documents evidencing all of the material terms and conditions of such Company Benefit Plans (i) any related trust agreement or other funding instrument; (ii) the most recent determination letteror, if applicable; , a description in the case of an oral Company Benefit Plan). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has communicated to any current or former employee any intention or commitment to amend or modify any Company Benefit Plan in any way that materially increases B-14 the liability of the Company or any of its Subsidiaries, or establish or implement any new Company Benefit Plan (iii) other than any summary plan description and summaries Company Benefit Plan under which the liability is not material to the Company or any of material modifications; and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports and audited financial statementsits Subsidiaries). (bii) Each Company Benefit Plan intended to be “qualified” within the meaning of Section qualified under section 401(a) of the Code Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS as to its qualification and, and to the knowledge Knowledge of the Company, there are no event has occurred circumstances or events that would could reasonably be expected to result in disqualification adversely affect the qualified status of any such plan. Each Company Benefit Plan. Each of the Company Benefit Plans Plan has been operated and administered in all material respects in accordance with its terms and all applicable LawsLaw. (iii) No material liability under Title IV of ERISA (including plan termination liabilities and withdrawal liabilities with respect to any multiemployer plan as defined in Section 3(37) of ERISA) has been incurred or is reasonably likely to be incurred, in each case which would result in a material liability to the Company and its Subsidiaries, taken as a whole. All contributions and premiums required to have been paid by the Company or any of its Subsidiaries to any Company Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law (including ERISA and the Code) or collective bargaining agreement have been paid within the time prescribed by any such plan, and agreement or applicable Law. Neither the terms Company nor any of its Affiliates has at any applicable collectively bargained agreements. There time during the six-year period preceding the date of this Agreement maintained, contributed to or incurred any liability under any multiemployer plan (as defined in sections 3(37) or 4001(a)(3) of ERISA) or a “multiple employer plan” within the meaning of section 4063 or 4064 of ERISA. (iv) Other than routine claims for benefits, there are no pending orpending, or to the knowledge Knowledge of the Company, threatened actions, suits, audits, proceedings or anticipated claims (A) by or on behalf of any of the Company Benefit PlansPlan, by any an employee or beneficiary covered under any Company Benefit Plan Plan, or otherwise involving any Company Benefit Plan Plan, or (other than routine claims for B) by or on behalf of any current or former employee of the Company or any Subsidiary relating to his or her employment, termination of employment, compensation or employee benefits) that would, except, in each case, as would not, individually or in the aggregate, reasonably be expected to result in any a material liability to the Company or any Company Subsidiary. No Company Benefit Plan is and its Subsidiaries, taken as a multiemployer plan within whole. (v) To the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. With respect to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge Knowledge of the Company, no condition exists that would subject Company Benefit Plans are presently under audit or examination (nor has notice been received of a potential audit or examination) by the Company IRS, the Department of Labor, or any Company Subsidiaryother Governmental Authority, either directly domestic or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Planforeign. (cvi) No Neither the Company Benefit Plan provides health nor any of its Subsidiaries has any liability in respect of post-retirement health, medical or welfare life insurance benefits (whether for retired, former or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) benefits the full costs of which are borne by the current or former employee or director or other Person or (iii) its Subsidiaries except as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunderapplicable Law. (dvii) None The execution, delivery, and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval or the consummation of the Merger or other transactions contemplated by this Agreement Transactions will not (alone or in conjunction combination with any other event, including ) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any termination compensation or benefits payable to or in respect of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former directoremployee, officer, employee director or independent contractor of the Company or any Company Subsidiary of its Subsidiaries or any increased or accelerated funding obligation with respect to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plan. (viii) No officer, (iii) result in employee, director, consultant or other service provider of the Company or any breach of its Subsidiaries is entitled to receive any tax gross up, indemnity or violation of, default under similar payment from the Company or limit the Company’s right to amend, modify or terminate any Company Benefit Plan or (iv) result in the payment of any amount that would not be deductible its Subsidiaries as a result of the imposition of any income taxes or excise taxes under Section 409A or 280G of the Code. There is no agreement, plan or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true and complete list of each material Company Benefit Plan. With respect to each material Company Benefit Plan, the Company has made available to Each Parent a current, accurate and complete copy thereof, and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and summaries of material modifications; and (iv) the most recent year’s Form 5500 and attached schedules, actuarial valuation reports and audited financial statements. (b) Each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, to the knowledge of the CompanyParent, no event has occurred that would could reasonably be expected to result in disqualification of such Company Parent Benefit Plan. Each of the Company Parent Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Lawslaws, including ERISA and the Code. With respect to each Parent Benefit Plans that is subject to Title IV of ERISA, and the terms present value of any applicable collectively bargained agreementsprojected benefit obligations under such Parent Benefit Plan did not, as of its latest valuation date, exceed the then current value of the assets of such Parent Benefit Plan allocable to such projected benefit obligations. There are no pending or, to the knowledge of the CompanyParent, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Parent Benefit Plans, by any employee or beneficiary covered under any Company Parent Benefit Plan or otherwise involving any Company Parent Benefit Plan (other than routine claims for benefits) that would, individually or in the aggregate, reasonably be expected to result in any material liability to the Company or any Company Subsidiarya Material Adverse Effect on Parent. No Company Parent Benefit Plan is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of or ERISA. With respect . (b) Neither Parent nor any Parent Subsidiary has any formal plan or commitment, whether legally binding or not, to each of the Company Benefit Plans that is subject to Title IV of ERISA, the present value of projected benefit obligations under such Company create any additional Parent Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. No event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or modify or change any Company Subsidiary, either directly or by reason of their affiliation with any ERISA Affiliate, to any material Tax, Lien, fine, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Company existing Parent Benefit Plan that constitutes in would affect any part a nonqualified deferred compensation plan within the meaning employee or terminated employee of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance have been applicable to such Company Benefit Plan. (c) Parent or any Parent Subsidiary. No Company Parent Benefit Plan provides health benefits, including death or welfare medical benefits (whether or not insured), with respect to current or former employees or directors of the Company Parent or any Company Parent Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) death benefits or retirement benefits under any “employee pension plan” (as defined in Section 3(2) of ERISA), (iii) deferred compensation benefits accrued as liabilities on the books of Parent or a Parent Subsidiary or (iv) benefits the full costs of which are borne by the current or former employee or director or other Person his or (iii) as required under any Company Benefit Plan that provides long-term disability benefits that have been fully provided for by insurance thereunderher beneficiary. (dc) None of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining of the Company Stockholder Approval Agreement or the consummation of the Merger or other transactions contemplated by this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company Parent or any Company Parent Subsidiary to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits, benefits or trigger any other obligation, obligation under any Company Parent Benefit Plan, Plan or (iii) result in any material breach or violation of, default under or limit the CompanyParent’s right to amend, modify or terminate any Company Parent Benefit Plan Plan. (d) No amount or (iv) result in the payment of any amount other entitlement that would not could be deductible received as a result of the transactions contemplated hereby (alone or in conjunction with any other event) by any “disqualified individual” (as defined in Section 280G 280G(c) of the Code) with respect to Parent will constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). There is no agreementNo director, plan officer, employee or other arrangement to which the Company independent contractor of Parent or any Company Parent Subsidiary is a party entitled to receive any gross-up or additional payment by which any reason of them is otherwise bound to compensate any Person in respect of Taxes pursuant to the tax required by Section 409A or 4999 of the CodeCode being imposed on such person. (e) With respect to each Company Parent Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company Parent or any Company Parent Subsidiary residing outside of the U.S. (a “Foreign Company Parent Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiarya Material Adverse Effect on Parent: (i) all employer and employee contributions to each Foreign Company Parent Benefit Plan required by Law law or by the terms of such Foreign Company Parent Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Parent Benefit Plan, the liability of each insurer for any Foreign Company Parent Benefit Plan funded through insurance or the book reserve established for any Foreign Company Parent Benefit Plan, together with any accrued contributions, are is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Parent Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Parent Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.

Employee Benefit Plans and Related Matters; ERISA. (a) Section 3.15(a3.21(a) of the Company Disclosure Letter Schedule sets forth a true complete and complete correct list of each the material Company Benefit PlanPlans (including but not limited to all Company Benefit Plans subject to ERISA or similar provisions of non-U.S. Law). With respect to each material such Company Benefit Plan, the Company has provided or made available to Parent a currentcomplete and correct copy of such Company Benefit Plan, accurate if written, or a description of such Company Benefit Plan if not written, and complete copy thereof, and, to the extent applicable: , (i) any related all trust agreement agreements, insurance contracts or other funding instrument; arrangements, (ii) the two most recent determination letteractuarial and trust reports for both ERISA funding and financial statement purposes, if applicable; (iii) the two most recent Forms 5500 with all attachments required to have been filed with the IRS or the Department of Labor or any summary plan description similar reports filed with any comparable Governmental Entity in any non-U.S. jurisdiction having jurisdiction over any Company Benefit Plan and summaries of material modifications; and all schedules thereto, (iv) the most recent year’s Form 5500 IRS determination letter, (v) all current summary plan descriptions, (vi) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation or the Department of Labor (including a written description of any oral communication), (vii) any actuarial study of any pension, disability, post-employment life or medical benefits provided under any such Company Benefit Plan, (viii) all material current employee handbooks and attached schedulesmanuals, actuarial valuation reports (ix) material statements or other material communications regarding withdrawal or other multiemployer plan liabilities (or similar liabilities pertaining to any non-U.S. employee benefit plan sponsored by the Company or any Company Subsidiary, if any) and audited financial statements(x) all material amendments and modifications to any such Company Benefit Plan or related document. None of the Company or any Company Subsidiary has communicated to any current or former employee thereof any intention or commitment to amend or modify any Company Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement. (b) Section 3.21(b) of the Company Disclosure Schedule sets forth a list of all Notes evidencing outstanding loans by the Company and any Company Subsidiary to employees or former employees. Under the terms of the Notes, the full amount of the principal and accrued interest on such Notes must be prepaid by the employees or former employees who are the borrowers thereunder concurrently with the sale of the borrower’s Shares. (c) Each Company Benefit Plan intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code Code, and the trust (if any) forming a part thereof, is so qualified and has received a favorable determination letter from the IRS as to its qualification andIRS, to the knowledge of the Company, and there are no event has occurred existing circumstances or any events that would could reasonably be expected to result in disqualification adversely affect the qualified status of any such plan. All amendments and actions required to bring each Company Benefit PlanPlan into conformity in all material respects with the applicable provisions of ERISA, the Code and other applicable Law have been made or taken. Each of the Company Benefit Plans Plan has been administered and operated and administered in all material respects in accordance with its terms and all with applicable LawsLaw. (d) Neither the Company nor any Company Subsidiary, including nor any of their ERISA and Affiliates contributes to, sponsor or maintain or has in the Codepast sponsored, and the terms maintained, contributed to or had any liability in respect of any applicable collectively bargained agreements. pension plan subject to Section 412 of the Code or Section 302 or Title IV of ERISA or any similar provisions of non-U.S. Law. (e) There are no pending or, to the knowledge of the Company, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan such plan or the assets of any plan (other than routine claims for benefits) that would). There is no action, individually suit, investigation, audit or in the aggregateproceeding pending against or involving or, reasonably be expected to result in any material liability to the Company knowledge of the Company, threatened against or involving, any Company Subsidiary. Benefit Plan before any Governmental Entity. (f) No Company Benefit Plan is a “multiemployer plan plan” within the meaning of Section 4001(a)(3) of ERISA or is a “multiple employer welfare arrangement as defined in plan” within the meaning of Section 3(40) 4063 or 4064 of ERISA. With respect to each of Neither the Company Benefit Plans that is subject nor any Company Subsidiary has at any time during the last six (6) years contributed to Title IV of ERISA, the present value of projected benefit obligations under or been obligated to contribute to any such Company Benefit Plan calculated using the actuarial methods and assumptions used for funding such plan did not, as of its latest actuarial valuation prior to the date of this Agreement, exceed the then current value of the assets of such Company Benefit Plan allocable to such projected benefit obligations. plan. (g) No event has occurred and, to the knowledge of the Company, and no condition exists that would subject the Company or any Company Subsidiarywould, either directly or by reason of their the Company’s or any Company Subsidiary’s affiliation with any of their ERISA AffiliateAffiliates, subject the Company or any of the Company Subsidiaries to any material Tax, Lientax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Law. Each Laws, rules and regulations. (h) All contributions or other amounts payable by the Company or the Company Subsidiaries with respect to each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation respect of current or prior plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder, to the extent such section and such guidance years have been applicable to such Company Benefit Planpaid or accrued in accordance with GAAP. (ci) No payments required to be made under any Company Benefit Plan provides health as a result of the consummation of the transactions contemplated by this Agreement (either alone or welfare in combination with any another event) requires any action by or in respect of, or filing with any Governmental Entity or would result in any violation of Law. (j) No employee or former employee of the Company or any Company Subsidiary is or may become entitled to post-employment benefits of any kind by reason of his or her employment, including, death or medical benefits (whether or not insured), with respect to current or former employees or directors of the Company or any Company Subsidiary or other Persons beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable LawSection 4980B of the Code, or (ii) retirement benefits the full costs of which are borne by the current or former employee or director or other Person or (iii) as required payable under any plan qualified under Section 401(a) of the Code. Each Company Benefit Plan that provides long-term disability benefits that have been fully provided may be amended or terminated after the Closing Date without material cost other than for by insurance thereunderclaims incurred prior to such amendment or termination. (dk) None of the negotiation or the execution of this Agreement, the making or consummation of the Offer, the obtaining Except as set forth on Section 3.21(k) of the Company Stockholder Approval or Disclosure Schedule, the consummation of the Merger or other transactions contemplated by this Agreement (will not, either alone or in conjunction combination with any other another event, including any termination of employment on or following the Acceptance Time or Effective Time) will (i) entitle any current or former directoremployee, officerconsultant, employee officer or independent contractor director of the Company or any of Company Subsidiary to any severance pay, unemployment compensation or benefitany other payment, except as expressly provided in Section 1.7 hereof, (ii) except as expressly provided in Section 1.7 hereof, result in any payment becoming due, accelerate the time of payment or vesting, or trigger increase the amount of compensation due to any payment such employee, consultant, officer or funding, of any compensation or benefits, or trigger any other obligation, under any Company Benefit Plandirector, (iii) result in any breach forgiveness of indebtedness, trigger any funding obligation under any Company Benefit Plan or violation of, default under impose any restrictions or limit limitations on the Company’s right rights to amendadminister, modify amend or terminate any Company Benefit Plan Plan, or (iv) result in the any payment of any amount that would not be deductible as a result of Section 280G of the Code. There is no agreement, plan (whether in cash or other arrangement to which the Company or any Company Subsidiary is a party or by which any of them is otherwise bound to compensate any Person in respect of Taxes pursuant to Section 409A or 4999 of the Code. (e) With respect to each Company Benefit Plan established or maintained outside of the U.S. primarily for the benefit of employees of the Company or any Company Subsidiary residing outside of the U.S. (a “Foreign Company Benefit Plan”), and except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in any material liability to the Company or any Company Subsidiary: (i) all employer and employee contributions to each Foreign Company Benefit Plan required by Law or by the terms of such Foreign Company Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Company Benefit Plan, the liability of each insurer for any Foreign Company Benefit Plan funded through insurance property or the book reserve established for any Foreign Company Benefit Plan, together with any accrued contributions, are sufficient vesting of property) to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Company Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) The representations and warranties in this Section 3.15 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to employee benefit matters.any