Common use of Employee Benefit Plans; Employees Clause in Contracts

Employee Benefit Plans; Employees. (a) Schedule 3.20 sets forth a complete list of each “employee benefit plan” as defined in Section 3(3) of ERISA and all other material plans, contracts, agreements, practices, policies or arrangements maintained or contributed to by the Company or the Significant Company Subsidiaries which provide for any bonuses, deferred compensation, excess benefits, pensions, retirement benefits, profit sharing, stock bonuses, stock options, stock purchases, life, dental, accident, health or other insurance, hospitalization, vacation, severance pay, change of control payments or benefits, sick pay, leave, disability, educational assistance or any other material employee or executive benefit or fringe benefit (each a “Plan” and, collectively, the “Plans”). (b) With respect to each Plan, the Company has delivered to Buyer a current, accurate and complete copy of, to the extent applicable: (i) all documents which comprise the most current version of each such Plan and any related trust agreement or other funding instrument; (ii) the most recent summary plan description; (iii) for the most recent year (A) the Form 5500, together with all attached schedules and (B) audited financial statements; and (iv) the most recent Internal Revenue Service (the “IRS”) determination or opinion letter that the Plan is qualified within the meaning of Section 401(a) of the Code. (c) Neither the Company nor any of the Significant Company Subsidiaries is contributing to, or has in the past 6 years contributed to or has (or in the past 6 years has had) any material liability in respect of, (i) a Plan subject to Section 412 of the Code or Title I, Subtitle B, Part 3 of ERISA, (ii) a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA, (iii) a “multiple employer plan” as defined in the Code or ERISA, or (iv) a “funded welfare plan” as defined in Section 419 of the Code. (d) (i) For each Plan that is intended to be qualified under Code Section 401(a), the Company has obtained a favorable determination letter from the IRS and, to the Knowledge of the Company, nothing has occurred, whether by action or inaction, that could reasonably be expected to cause the loss of such qualification that would have a Material Adverse Effect, and (ii) no “reportable event” within the meaning of Section 4043 of ERISA or non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA has occurred with respect to any Plan that would be reasonably likely to result in a material liability of the Company. (e) There are no claims, suits or actions pending or, to the Knowledge of the Company, Threatened by or on behalf of any of the Plans, by any employee or beneficiary covered under any such Plan, or otherwise involving any such Plan (other than routine claims for benefits). (f) Each Plan is in material compliance with the provisions of ERISA, the Code, and all other applicable Laws, including all notice and other requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and each of the Plans in form, operation and administration complies in all material respects with its terms. (g) The Company and the Significant Company Subsidiaries are in material compliance with Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code and any similar state Laws (“COBRA”). Neither the Company nor any Significant Company Subsidiary has any obligation to provide health or other non-pension benefits to retired or other former employees, except as specifically required by COBRA. (h) There are no material unpaid contributions due prior to the date hereof with respect to any Plan that are required to have been made under its terms and provisions, any related insurance contract, or applicable Law. (i) With respect to any Plan: (i) no filing, application or other matter is pending with the IRS, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body, and (ii) there are no material outstanding liabilities for Taxes, penalties or fees. (j) Neither the Company nor any Significant Company Subsidiary has incurred any liability or taken any action and to the Knowledge of the Company, there is no action or event that could cause any one of them to incur any material liability under Section 412 of the Code or Title IV of ERISA with respect to any “single-employer plan” (as defined in Section 4001(a)(15) of ERISA). (k) Neither the execution and delivery of this Agreement nor the consummation of any or all of the contemplated transactions will: (i) entitle any current or former employee of the Company or any of the Significant Company Subsidiaries to severance pay, unemployment compensation or any similar payment or (ii) accelerate the time of payment or vesting or increase the amount of any compensation due to any such employee or former employee. (l) Provisions have been made in the accounts of the Company and any Significant Company Subsidiary for the full amount in respect of all pension obligations, in accordance with Law and GAAP, principles and policies applicable in Sweden, to the extent that such pension obligations are not fully and validly insured.

Employee Benefit Plans; Employees. (a) Schedule 3.20 sets forth a complete list of each “employee benefit plan” as defined in Section 3(33.18(a) of ERISA and lists all other material plans, contracts, agreements, practices, policies or arrangements maintained or contributed to by the Company or the Significant Company Subsidiaries which provide for any bonuses, deferred compensation, excess benefits, pensions, retirement benefits, profit sharing, stock bonuses, stock options, stock purchases, life, dental, accident, health or other insurance, hospitalization, vacation, severance pay, change of control payments or benefits, sick pay, leave, disability, educational assistance or any other material employee or executive benefit or fringe benefit (each a “Plan” and, collectively, the “Benefit Plans”). (b) . With respect to each material Company Benefit Plan, the Company has delivered or made available to Buyer a current, accurate and complete copy ofParent copies, to the extent applicable: , of (i) all the plan and trust documents which comprise and the most current version of each such Plan and any related trust agreement or other funding instrument; recent summary plan description, (ii) the most recent summary plan description; annual report (Form 5500 series), (iii) for the most recent year (A) the Form 5500, together with all attached schedules and (B) audited financial statements; , and (iv) the most recent Internal Revenue Service (favorable determination letter from the “IRS”) determination or opinion letter that the IRS with respect to each Company Benefit Plan is qualified within the meaning of intended to qualify under Section 401(a) of the Code. (cb) Neither the Except as would not have or reasonably be expected to have a Company nor any of the Significant Company Subsidiaries is contributing to, Material Adverse Effect or has in the past 6 years contributed to or has (or in the past 6 years has had) any material liability in respect ofas set forth on Schedule 3.18(b), (i) no Company Benefit Plan is a Multiemployer Plan or a plan that is subject to Section 412 Title IV of ERISA, and no Company Benefit Plan provides health or other welfare benefits to former employees of the Code Company or Title I, Subtitle B, Part 3 of ERISAits Subsidiary other than health continuation coverage pursuant to COBRA, (ii) a “multiemployer plan” within each Company Benefit Plan has been maintained and administered in compliance in all respects with the meaning of Section 4001(a)(3) applicable requirements of ERISA, the Code and any other applicable Laws, (iii) a “multiple employer plan” as defined in the Code or ERISA, or (iv) a “funded welfare plan” as defined in Section 419 of the Code. (d) (i) For each Company Benefit Plan that is intended to be qualified under Code Section 401(a), ) of the Company Code has obtained received a favorable determination letter from the IRS or is the subject of a favorable opinion letter from the IRS on the form of such Company Benefit Plan and, to the Knowledge of the Company, nothing has occurred, whether by action there are no facts or inaction, that could reasonably be expected to cause the loss of such qualification that would have a Material Adverse Effect, and (ii) no “reportable event” within the meaning of Section 4043 of ERISA or non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA has occurred with respect to any Plan circumstances that would be reasonably likely to result in a material adversely affect the qualified status of any such Company Benefit Plan; (iv) no liability under Title IV of the Company. (e) There are no claims, suits or actions pending ERISA has been or, to the Knowledge of the Company, Threatened is reasonably expected to be incurred by or on behalf of any the Company; (v) to the Knowledge of the PlansCompany, by any employee or beneficiary covered under any such Plan, or otherwise involving any such Plan (other than routine claims for benefits). (f) Each Plan is in material compliance with the provisions of ERISA, the Code, and all other applicable Laws, including all notice and other requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and each of the Plans in form, operation and administration complies in all material respects with its terms. (g) The Company and the Significant Company Subsidiaries are in material compliance with Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code and any similar state Laws (“COBRA”). Neither neither the Company nor any Significant Company its Subsidiary has engaged in any obligation to provide health or other non-pension benefits to retired or other former employees, except as specifically required by COBRA. (h) There are no material unpaid contributions due prior to the date hereof transaction with respect to any Company Benefit Plan that are required would be reasonably likely to have been made under subject the Company or its terms and provisionsSubsidiary to any material Tax or penalty (civil or otherwise) imposed by ERISA, any related insurance contract, the Code or other applicable Law. (i) With respect to any Plan: (i) no filing, application or other matter is pending with the IRS, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body, ; and (iivi) there are no material outstanding liabilities for Taxes, penalties or fees. (j) Neither the Company nor any Significant Company Subsidiary has incurred any liability or taken any action and to the Knowledge of the Company, there is are no action facts or event circumstances that could cause would be reasonably likely to subject the Company or its Subsidiary to any one of them to incur any material liability assessable payment under Section 412 4980H of the Code or Title IV of ERISA with respect to any “single-employer plan” (as defined in Section 4001(a)(15) of ERISA)period prior to the Effective Time. (kc) Neither All material contributions and other material payments required to be made by the Company to any Company Benefit Plan have been made, or reserves adequate for such contributions or other payments have been set aside therefor. Except as would not have or reasonably be expected to have a Company Material Adverse Effect or as set forth on Schedule 3.18(c), (i) the Company is not in default in performing any of its material contractual obligations under any Company Benefit Plan or any related trust agreement or insurance contract, (ii) the Company has paid all liabilities for insurance premiums for benefits provided under the insured Company Benefit Plans and has paid all amounts due and (iii) there are no outstanding liabilities under any Company Benefit Plan other than liabilities for benefits to be paid in the ordinary course of business to participants in such Company Benefit Plans and their beneficiaries. (d) Except as set forth on Schedule 3.18(d) or as required pursuant to the terms of this Agreement or applicable Law, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or all of the contemplated transactions will: (i) entitle benefit to any current or former employee of the Company or its Subsidiaries. (e) Except as would not have or reasonably be expected to have a Company Material Adverse Effect or as set forth on Schedule 3.18(e), (i) the Company and each of its Subsidiaries are in compliance, in all respects, with all applicable Laws regarding employment, labor and wage and hour matters; (ii) with respect to each employee of the Company or its Subsidiary, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) neither the Company nor its Subsidiary is a party to any collective bargaining agreement or other contract with any labor organization or other representative of any of its employees; (iv) there are no material strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other material labor disputes, pending or, to the Knowledge of the Company, threatened against or involving any of the Significant employees of the Company Subsidiaries or its Subsidiaries. (f) The Company and its Subsidiary are not delinquent in any material respect in payments to any employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them. (g) Except as set forth on Schedule 3.18(g)(i), there are no written employment contracts or agreements for a specified duration that cannot be terminated on less than sixty (60) days’ notice without penalty or severance payobligation, unemployment compensation agreements providing for severance or other benefits in the event of termination (other than accrued obligations), or agreements establishing a standard of “just cause” by the employee for dismissal between the Company or its Subsidiary and any similar payment of its current management employees. The Company has made available to Parent complete copies of the Company’s formal severance plans and policies applicable to its employees. Except as set forth in such severance plans and policies or as set forth on Schedule 3.18(g)(ii), upon termination of the employment of any of the Company’s employees after the date hereof or after the Effective Time, neither the Company nor the Surviving Corporation will be liable to any of the terminated employees for severance pay or other severance benefits. (h) During the five years preceding the date hereof, the Company has not effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility used in connection with its business; or (ii) accelerate the time of payment or vesting or increase the amount of any compensation due to any such employee or former employee. a “mass layoff” (l) Provisions have been made as defined in the accounts WARN Act) affecting any site of the Company and any Significant Company Subsidiary for the full amount employment or facility used in respect of all pension obligations, in accordance connection with Law and GAAP, principles and policies applicable in Sweden, to the extent that such pension obligations are not fully and validly insuredits business.

Employee Benefit Plans; Employees. (a) Schedule 3.20 sets forth a complete list of each “employee benefit plan” as defined in Section 3(33.18(a) of ERISA and lists all other material plans, contracts, agreements, practices, policies or arrangements maintained or contributed to by the Company or the Significant Company Subsidiaries which provide for any bonuses, deferred compensation, excess benefits, pensions, retirement benefits, profit sharing, stock bonuses, stock options, stock purchases, life, dental, accident, health or other insurance, hospitalization, vacation, severance pay, change of control payments or benefits, sick pay, leave, disability, educational assistance or any other material employee or executive benefit or fringe benefit (each a “Plan” and, collectively, the “Benefit Plans”). (b) . With respect to each material Company Benefit Plan, the Company has delivered or made available to Buyer a current, accurate and complete copy ofParent copies, to the extent applicable: , of (i) all the plan and trust documents which comprise and the most current version of each such Plan and any related trust agreement or other funding instrument; recent summary plan description, (ii) the most recent summary plan description; annual report (Form 5500 series), (iii) for the most recent year (A) the Form 5500, together with all attached schedules and (B) audited financial statements; and , (iv) the most recent Internal Revenue Service (favorable determination letter from the “IRS”) determination or opinion letter that the IRS with respect to each Company Benefit Plan is qualified within the meaning of intended to qualify under Section 401(a) of the Code; and (v) a summary of material modification and other material written communications by the Company or any its Subsidiaries to any Service Provider concerning the extent of benefits provided under a Company Benefit Plan. (cb) Neither the Company nor any of its Subsidiaries has (i) now or at any time within the Significant Company Subsidiaries is contributing to, or has in the past 6 last six years contributed to or has (or had an obligation to contribute to), sponsored, participated in the past 6 years has had) any material liability in respect ofor maintained a Multiemployer Plan, (i) a Plan subject to Section 412 of the Code or Title I, Subtitle B, Part 3 of ERISA, (ii) a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA, (iii) a “multiple employer plan” as defined in the Code or ERISA, or (iv) a “funded welfare plan” as defined in Section 419 4063 of ERISA) or a plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. (d) (i) For . Neither the Company nor any of its Subsidiaries has any obligation or liability with respect to post-termination health or other welfare, accident or life insurance benefits, other than health continuation coverage pursuant to COBRA or health coverage up to 24 months post-termination pursuant to the severance provisions of an employment or similar agreement listed on Schedule 3.18(a). Except as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect, each Company Benefit Plan has been maintained and administered in compliance in all respects with its terms and the applicable requirements of ERISA, the Code and any other applicable Laws. Each Company Benefit Plan that is intended to be qualified under Code Section 401(a), ) of the Company Code has obtained received a favorable determination letter from the IRS or is the subject of a favorable opinion letter from the IRS on the form of such Company Benefit Plan and, to the Knowledge of the Company, nothing has occurred, whether by action there are no facts or inaction, that could reasonably be expected to cause the loss of such qualification that would have a Material Adverse Effect, and (ii) no “reportable event” within the meaning of Section 4043 of ERISA or non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA has occurred with respect to any Plan circumstances that would be reasonably likely to result in a adversely affect the qualified status of any such Company Benefit Plan. No material liability under Title IV of the Company. (e) There are no claims, suits or actions pending ERISA has been or, to the Knowledge of the Company, Threatened is reasonably expected to be incurred by the Company or on behalf of any of the Plans, by any employee or beneficiary covered under any such Plan, or otherwise involving any such Plan (other than routine claims for benefits). (f) Each Plan is in material compliance with the provisions of ERISA, the Code, and all other applicable Laws, including all notice and other requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and each of the Plans in form, operation and administration complies in all material respects with its terms. (g) The Company and the Significant Company Subsidiaries are in material compliance with Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code and any similar state Laws (“COBRA”)Subsidiaries. Neither the Company nor any Significant Company Subsidiary has any obligation to provide health or other non-pension benefits to retired or other former employeesof its Subsidiaries or, except as specifically required by COBRA. (h) There are no material unpaid contributions due prior to the date hereof with respect to any Plan that are required to have been made under its terms and provisions, any related insurance contract, or applicable Law. (i) With respect to any Plan: (i) no filing, application or other matter is pending with the IRS, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body, and (ii) there are no material outstanding liabilities for Taxes, penalties or fees. (j) Neither the Company nor any Significant Company Subsidiary has incurred any liability or taken any action and to the Knowledge of the Company, there is no action or event that could cause any one of them to incur their respective Service Providers has engaged in any material liability under Section 412 of the Code or Title IV of ERISA transaction with respect to any “single-employer plan” Company Benefit Plan that would be reasonably likely to subject the Company or any of its Subsidiaries to any material Tax or penalty (as defined in Section 4001(a)(15civil or otherwise) imposed by ERISA, the Code or other applicable Law. No Company Benefit Plan is maintained outside the jurisdiction of ERISA)the United States, or covers any employee residing or working outside the United States. (kc) Neither There is no material pending or, to the Company’s Knowledge, threatened proceedings or litigation relating to the Company Benefit Plans, other than routine claims for benefits. (d) Except as set forth on Schedule 3.18(d) or as required pursuant to the terms of this Agreement or applicable Law, neither the execution and delivery of this Agreement nor the consummation of any the Transactions will, either alone or all of the contemplated transactions will: in combination with another event (whether contingent or otherwise) (i) entitle result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any current payment or former benefit to any Service Provider, (ii) limit or restrict the right to amend, terminate or transfer the assets of any Company Benefit Plan on or following the Closing Date or (iii) result in any payment or benefit that would constitute an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code) to any Service Provider. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Service Provider for any Taxes incurred by such Service Provider, including under Section 409A or 4999 of the Code, or any interest or penalty related thereto. (e) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth on Schedule 3.18(e), (i) the Company and each of its Subsidiaries are in compliance, in all respects, with all applicable Laws, agreements, and policies regarding employment and the termination thereof, labor and wage and hour matters, including but not limited to any obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (or similar state or local “mass layoff” or “plant closing” Law) (the “WARN Act”) and the classification of employees as exempt or non-exempt from overtime pay requirements or as non-employee contractors or consultants; (ii) with respect to each employee of the Company or its Subsidiaries, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other contract with any labor organization or other representative of any of its employees, nor is any such contract or agreement presently being negotiated; (iv) there are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, unfair labor practices charges or other labor disputes, pending or, to the Knowledge of the Company, threatened against or involving any of the Significant employees of the Company or its Subsidiaries; (v) neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices; and (vi) neither the Company nor any of its Subsidiaries has closed any plant or facility, effectuated any mass layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has the Company or any of its Subsidiaries planned any such action or program for the future. (f) The Company Subsidiaries to severance pay, unemployment compensation identified on Schedule 3.18(f) do not sponsor or maintain any similar payment Company Benefit Plans (other than any Company Benefit Plan that is assigned or (ii) accelerate the time of payment or vesting or increase the amount of any compensation due transferred to any such employee or former employeeSubsidiary pursuant to Section 7.13). (l) Provisions have been made in the accounts of the Company and any Significant Company Subsidiary for the full amount in respect of all pension obligations, in accordance with Law and GAAP, principles and policies applicable in Sweden, to the extent that such pension obligations are not fully and validly insured.

Employee Benefit Plans; Employees. (a) Except as set forth on Schedule 3.20 sets forth a complete list 5.12(a), none of each “employee benefit plan” as defined in Section 3(3the Purchased Companies, directly or indirectly, maintains, sponsors or has an obligation or liability with respect to any Employee Benefit Plan. Schedule 5.12(a) of ERISA and identifies all other material plans, contracts, agreements, practices, policies or arrangements maintained or contributed to by the Purchased Company or the Significant Company Subsidiaries which provide for any bonuses, deferred compensation, excess benefits, pensions, retirement benefits, profit sharing, stock bonuses, stock options, stock purchases, life, dental, accident, health or other insurance, hospitalization, vacation, severance pay, change of control payments or benefits, sick pay, leave, disability, educational assistance or any other material employee or executive benefit or fringe benefit (each a “Plan” and, collectively, the “Employee Plans”). (b) With respect to each Plan, the Company has delivered to Buyer a current, accurate and complete copy of, to the extent applicable: (i) all documents which comprise the most current version of each such Plan and any related trust agreement or other funding instrument; (ii) the most recent summary plan description; (iii) for the most recent year (A) the Form 5500, together with all attached schedules and (B) audited financial statements; and (iv) the most recent Internal Revenue Service (the “IRS”) determination or opinion letter that the Plan is qualified within the meaning of Section 401(a) of the Code. (c) Neither the No Purchased Company nor any of the Significant Company Subsidiaries is contributing to, ERISA Affiliate thereof maintains or contributes or has in the past 6 years contributed any Liability under or with respect to or has (or in the past 6 years has had) any material liability in respect of, (i) a Plan subject to Section 412 of the Code or Title I, Subtitle B, Part 3 of ERISA, (ii) a “multiemployer defined benefit plan” within the meaning of Section 4001(a)(33(35) of ERISA or Section 414(j) of the Code (whether or not subject to ERISA or the Code) or contributes to or has any liability with respect to any Multiemployer Plan. No Purchased Company nor any ERISA Affiliate thereof has any liability on account of a “partial withdrawal” or a “complete withdrawal” (within the meaning of Sections 4205 and 4203 of ERISA, respectively) from any Multiemployer Plan, no such Liability has been asserted, and there are no facts or circumstances (iiiincluding the consummation of the transactions contemplated by this Agreement) a “multiple employer plan” that could result in any such partial or complete withdrawal or the assertion of any such Liability. (c) Except as defined in the Code set forth on Schedule 5.12(c), no Purchased Company nor any ERISA Affiliate thereof maintains or ERISA, has any current or potential liability under any Employee Benefit Plan (ivwhether qualified or non-qualified under Section 401(a) a “funded welfare plan” as defined in Section 419 of the Code) providing for retiree health, life insurance or other retiree welfare benefits, except as may be required by COBRA or other applicable similar statute, with respect to which any Purchased Company has any liability or with respect to which Purchaser or any Purchased Company could have any liability following the Closing. (d) (i) For each Plan that is intended to be qualified under Code Section 401(aExcept as set forth on Schedule 5.12(d), the Company has obtained a favorable determination letter from the IRS and, to the Knowledge of the Company, nothing has occurred, whether by action or inaction, that could reasonably be expected to cause the loss of such qualification that would have a Material Adverse Effect, and (ii) no “reportable event” within the meaning of Section 4043 of ERISA or non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA has occurred with respect to any Plan that would be reasonably likely to result in a material liability of the Company. (e) There there are no claims, suits or actions pending or, to the Knowledge of the CompanySellers’ Knowledge, Threatened by threatened claims, suits, audits or on behalf of investigations related to any of the Plans, by any employee or beneficiary covered under any such Plan, or otherwise involving any such Employee Benefit Plan (other than non-material, routine claims for benefits). (fe) Each Plan is Except as set forth in material compliance with the provisions of ERISASchedule 5.12(e), the Codeexecution, delivery and all other applicable Laws, including all notice and other requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and each of the Plans in form, operation and administration complies in all material respects with its terms. (g) The Company and the Significant Company Subsidiaries are in material compliance with Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code and any similar state Laws (“COBRA”). Neither the Company nor any Significant Company Subsidiary has any obligation to provide health or other non-pension benefits to retired or other former employees, except as specifically required by COBRA. (h) There are no material unpaid contributions due prior to the date hereof with respect to any Plan that are required to have been made under its terms and provisions, any related insurance contract, or applicable Law. (i) With respect to any Plan: (i) no filing, application or other matter is pending with the IRS, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body, and (ii) there are no material outstanding liabilities for Taxes, penalties or fees. (j) Neither the Company nor any Significant Company Subsidiary has incurred any liability or taken any action and to the Knowledge of the Company, there is no action or event that could cause any one of them to incur any material liability under Section 412 of the Code or Title IV of ERISA with respect to any “single-employer plan” (as defined in Section 4001(a)(15) of ERISA). (k) Neither the execution and delivery performance of this Agreement nor by the Sellers and the consummation of any or all by the Sellers of the transactions contemplated transactions will: by this Agreement will not (alone or in combination with any other event) (i) entitle any current or former employee employee, consultant, officer or director of the any Purchased Company to severance pay or any of the Significant Company Subsidiaries to severance payother payment, unemployment compensation or any similar payment or (ii) result in any payment becoming due, accelerate the time of payment or vesting of benefits, or increase the amount of any compensation due to any such employee employee, consultant, officer or former employeedirector or (iii) result in any forgiveness of indebtedness, trigger any funding obligation under any Purchased Company Employee Plan or impose any restrictions or limitations on any Purchased Company’s rights to administer, amend or terminate any Purchased Company Employee Plan. (l) Provisions have been made in the accounts of the Company and any Significant Company Subsidiary for the full amount in respect of all pension obligations, in accordance with Law and GAAP, principles and policies applicable in Sweden, to the extent that such pension obligations are not fully and validly insured.

Employee Benefit Plans; Employees. (a) Schedule 3.20 sets Except as set forth a complete list of each “employee benefit plan” as defined in Section 3(33.12(a) of the Company Disclosure Schedule, each Plan complies in all material respects with the applicable requirements of ERISA, the Code and other applicable Laws and has been maintained, administrated and operated in all material respects in accordance with its terms and all applicable Laws (including ERISA and all the Code). There are no pending or, or to the Knowledge of the Company, threatened claims with respect to any Plan other material plans, contracts, agreements, practices, policies than routine claims for benefits. None of the Plans is presently under audit or arrangements maintained examination (nor has notice been received of a potential audit or contributed to examination) by the Company or IRS, the Significant Company Subsidiaries which provide for any bonuses, deferred compensation, excess benefits, pensions, retirement benefits, profit sharing, stock bonuses, stock options, stock purchases, life, dental, accident, health or other insurance, hospitalization, vacation, severance pay, change Department of control payments or benefits, sick pay, leave, disability, educational assistance Labor or any other material employee or executive benefit or fringe benefit (each a “Plan” and, collectivelyGovernmental Authority. Except as set forth in Section 3.12(a) of the Disclosure Schedule, the “Plans”)Company has no liabilities under any Plan. (b) With The Company and its Subsidiaries are not and have never been required to contribute to any Multiemployer Plan or other Plan subject to Title IV of ERISA, Section 302 of ERISA, or Section 412 or 4971 of the Code. The Company and its Subsidiaries do not have any liability, including on behalf of any ERISA Affiliate of the Company, with respect to each Planany Multiemployer Plan or any employee pension plan subject to Title IV of ERISA, the Company has delivered to Buyer a currentSection 302 of ERISA, accurate and complete copy of, to the extent applicable: (i) all documents which comprise the most current version of each such Plan and any related trust agreement or other funding instrument; (ii) the most recent summary plan description; (iii) for the most recent year (A) the Form 5500, together with all attached schedules and (B) audited financial statements; and (iv) the most recent Internal Revenue Service (the “IRS”) determination Section 412 or opinion letter that the Plan is qualified within the meaning of Section 401(a) 4971 of the Code. (c) Neither Except as set forth in Section 3.12(c) of the Company nor Disclosure Schedule, no Plan provides for post-employment health or welfare benefits, other than coverage mandated by applicable Law. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, none of the execution and delivery of this Agreement, the Company Stockholder Approval, or the consummation of the Transaction (either alone or in combination with another event) will: (i) trigger any increase in severance pay upon any termination of employment; (ii) cause any payment, compensation or benefit to become due, or increase in the amount of any payment, compensation or benefit due, to any current or former employee, director, or consultant of the Company or any of its Subsidiaries or any beneficiary thereof; (iii) result in the acceleration of the time of payment or vesting or mandate any funding (through a grantor trust or otherwise) of any compensation or benefits; (iv) result in any material obligation pursuant to any of the Significant Plans; (v) result in any limitation or restriction on the right of the Company or any of its Subsidiaries is contributing toto merge, amend or has terminate any of the Plans; or (vi) result in the past 6 years contributed to or has (payment of any amount that, individually or in the past 6 years has had) combination with any material liability in respect ofother such payment, (i) a Plan subject to Section 412 of the Code or Title I, Subtitle B, Part 3 of ERISA, (ii) a would constitute an “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA, (iii) a “multiple employer plan” as defined in the Code or ERISA, or (iv) a “funded welfare planexcess parachute payment,” as defined in Section 419 280G(b)(1) of the Code. No person is entitled to receive any additional payment (including any tax gross-up or other payment) from the Company or any of its Subsidiaries as a result of the imposition of the excise taxes required by Section 4999 of the Code or any taxes required by Section 409A of the Code. (de) (i) For each Plan that is intended to be qualified under Code Section 401(a), the The Company has obtained a favorable determination letter from the IRS and, to the Knowledge of the Company, nothing has occurred, whether by action or inaction, that could reasonably be expected to cause the loss of such qualification that would have a Material Adverse Effect, and (ii) no “reportable event” within the meaning of Section 4043 of ERISA or non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA has occurred with respect to any Plan that would be reasonably likely to result in a material liability of the Company. (e) one employee. There are no claims, suits or actions material disputes pending or, to the Knowledge of the Company, Threatened by threatened between the Company or on behalf of any of the Plansits Subsidiaries and any of their respective current or former employees, by any employee consultants, independent contractors or beneficiary covered under any such Plan, or otherwise involving any such Plan (other than routine claims applicants for benefits). (f) Each Plan is in material compliance with the provisions of ERISA, the Code, and all other applicable Laws, including all notice and other requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and each of the Plans in form, operation and administration complies in all material respects with its terms. (g) employment. The Company and the Significant Company its Subsidiaries are in material compliance with, and have no material liability with Part 6 respect to, any applicable Laws respecting employment, employment practices, labor relations, employment discrimination, health and safety, terms and conditions of Subtitle B employment, classification of Title I employees, employment of ERISA foreign nationals, or wages and Section 4980B of the Code and any similar state Laws hours (“COBRAEmployment Matters”). Neither the Company nor any Significant Company Subsidiary has any obligation to provide health or other non-pension benefits to retired or other former employees, and, except as specifically required by COBRA. (hset forth in Section 3.12(e) There are of the Disclosure Schedule, there is no material unpaid contributions due prior to the date hereof with respect to any Plan that are required to have been made under its terms and provisionsAction pending or, any related insurance contract, or applicable Law. (i) With respect to any Plan: (i) no filing, application or other matter is pending with the IRS, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body, and (ii) there are no material outstanding liabilities for Taxes, penalties or fees. (j) Neither the Company nor any Significant Company Subsidiary has incurred any liability or taken any action and to the Knowledge of the Company, there is no action or event that could cause threatened in writing by any one of them to incur any material liability under Section 412 of the Code or Title IV of ERISA with respect to any “single-employer plan” (as defined in Section 4001(a)(15) of ERISA). (k) Neither the execution and delivery of this Agreement nor the consummation of any or all of the contemplated transactions will: (i) entitle any current or former employee of Governmental Authority against the Company or any of the Significant Company its Subsidiaries to severance pay, unemployment compensation or any similar payment or (ii) accelerate the time of payment or vesting or increase the amount of any compensation due in respect to any such employee or former employeeEmployment Matters. (l) Provisions have been made in the accounts of the Company and any Significant Company Subsidiary for the full amount in respect of all pension obligations, in accordance with Law and GAAP, principles and policies applicable in Sweden, to the extent that such pension obligations are not fully and validly insured.