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

Employee Benefit Plans; Labor and Employment Matters. (a) Disclosure Schedule 5.19(a) contains a complete and accurate list of each material Seller Benefit Plan as of the date hereof. Seller has made available to Buyer with respect to each material Seller Benefit Plan as of the date hereof: (i) the current plan document (or a summary description of the material terms of any unwritten Seller Benefit Plan), (ii) each trust agreement, insurance contract or other funding arrangement related thereto, (iii) the most recent annual report, financial statements and actuarial or other valuation reports prepared with respect thereto, (iv) the most recent summary plan description and any material modification with respect thereto, (v) the most recent determination or opinion letter received from the Internal Revenue Service (the “IRS”) with respect to each Seller Benefit Plan intended to qualify under Section 401 of the Code, and (vi) all nonroutine correspondence with any Governmental Authority within the last three years. (b) Each Seller Benefit Plan (and any related trust or other funding vehicle) has been maintained, funded, operated, and administered in all material respects in compliance with Applicable Laws (including ERISA and the Code) and with the terms of such Seller Benefit Plan. There are no pending or, to the Knowledge of each Selling Entity, threatened claims, suits or Proceedings (except routine claims for benefits payable in the ordinary course of business) against or relating to any Seller Benefit Plan (or the assets thereof), including by or before any Governmental Authority. (c) Except as listed on Disclosure Schedule 5.19(c), none of the execution and delivery of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby (alone or in conjunction with any other event) would reasonably be expected to (i) entitle any current or former Company Employee or other individual service provider to any material compensation or benefit under any Seller Benefit Plan or otherwise, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits for any current or former Company Employee or other individual services provider or trigger any other material obligation under any Seller Benefit Plan or otherwise, or (iii) result in any loss of tax deduction under Section 280G of the Code or the imposition of an excise tax under Section 4999 of the Code. (d) No Seller Benefit Plan is, and none of the Selling Entities sponsors, maintains, contributes to, has an obligation to contribute to or otherwise has any Liability under or with respect to: (i) a plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 or 430 of the Code, (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA) or (iii) a plan, program or arrangement that provides (or could be required to provide) any retiree or post- employment medical, dental or life insurance or other welfare benefits to any Person (other than coverage mandated by Applicable Law, including COBRA). (e) Each Seller Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS or has applied to the IRS for such a letter within the applicable remedial amendment period or such period has not expired, and nothing has occurred that could adversely affect the qualification of any such Seller Benefit Plan. (f) Each Seller Benefit Plan that constitutes in any part a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) subject to Section 409A of the Code has been operated and administered in all material respects in operational compliance with, and is in all respects in documentary compliance with, Section 409A of the Code, and no amount under any such Seller Benefit Plan has been or is expected to be subject to any interest or additional Taxes imposed under Section 409A of the Code. (g) No Selling Entity is party to any contract, agreement, plan or arrangement to which such Selling Entity is required to provide a gross-up or otherwise reimburse any current or former employee, director, service provider or other person for Taxes, including pursuant to Sections 409A or 4999 of the Code. (h) The Selling Entities are neither party to, nor bound by, any Labor Agreement, and no Company Employees are represented by any labor union, labor organization, works council, employee representative or group of employees with respect to their employment with a Selling Entity. To the Knowledge of each Selling Entity, in the past three years there have been no labor organizing activities with respect to any Company Employees. There are no material strikes, slowdowns, work stoppages, unfair labor practice charges, labor grievances, labor arbitrations, lockouts, picketing, hand billing, or any other material labor disputes involving any Company Employee pending or, to the Knowledge of each Selling Entity, threatened in writing nor have there been any such controversies in the past three years. There are no material unfair labor practice complaints pending against any of the Selling Entities before the National Labor Relations Board or any other Governmental Authority with respect to any Company Employee. (i) The Selling Entities are in material compliance with all Applicable Laws relating to employment or labor, including Applicable Laws related to hiring, background checks, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), pay equity and transparency, hours and labor relations, health and safety, immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), child labor, discrimination, harassment, retaliation, disability rights or benefits, affirmative action, workers’ compensation, restrictive covenants, equal opportunity, plant closures and layoffs (including WARN), employee leave issues, employee trainings and notices, COVID-19, and unemployment insurance. Except as would not result in material Liability, each Selling Entity has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees and other compensation that have come due and payable to their current or former employees and independent contractors under Applicable Laws, Contract or Seller policy. (j) Disclosure Schedule 5.19(j) sets forth a true and accurate list by job title, termination date and primary work location, of any current or former employee of any Selling Entity who has experienced or is expected to experience an “employment loss” under WARN on or within ninety (k) Each Selling Entity has investigated all sexual harassment, or other harassment, discrimination, retaliation or policy violation allegations against officers, directors, partners, and Company Employees that have been reported to the applicable Selling Entity or of which the Selling Entity is otherwise aware. With respect to each such allegation (except those the Selling Entities reasonably deemed to not have merit), each Selling Entity has taken prompt corrective action reasonably calculated to prevent further improper action in the discretion of the Selling Entity. To the Knowledge of the Selling Entities, there are no such allegations of harassment or discrimination that, if known to the public, would bring the Selling Entities into material disrepute. (l) To the Knowledge of the Selling Entities, no current or former Company Employee is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement or restrictive covenant obligation (i) owed to a Selling Entity or (ii) owed to any Third Party with respect to such person’s right to be employed or engaged by a Selling Entity. (m) Disclosure Schedule 5.19(m) sets forth a complete and correct list of all Company Employees as of the date hereof, and includes the following information: name; title or position; status (part-time, full-time, exempt, non-exempt, etc.); whether paid on a salaried, hourly or other basis; current base salary or wage rate; accrued unused paid time off; current target bonus (if any); and an indication of whether or not such employee is on leave of absence.

Employee Benefit Plans; Labor and Employment Matters. (a) Disclosure Schedule 5.19(a5.23(a) contains a complete and accurate list of each material Seller Benefit Plan as of the date hereofPlan. Seller has The Selling Entities have made available to Buyer a copy of, to the extent applicable, (i) each Seller Benefit Plan and, with respect to each material Seller Benefit Plan as of the date hereof: (i) the current plan document (or a summary description of the material terms of any unwritten Seller Benefit Plan), a written summary of such Seller Benefit Plan and, with respect to each Seller Benefit Plan containing Assumed Plan Liabilities, (ii) each trust agreementtrust, insurance contract insurance, annuity or other funding arrangement Contract related thereto, (iii) the most recent annual report, financial statements and actuarial or other valuation reports prepared with respect thereto, (iv) the three (3) most recent annual reports on Form 5500 required to be filed with the Internal Revenue Service with respect thereto, (v) the most recent summary plan description and any material modification with respect thereto, (vvi) the most recent determination or opinion letter received from the Internal Revenue Service (the “IRS”) with respect to each Seller Benefit Plan containing Assumed Plan Liabilities intended to qualify under Section 401 of the Code, and (vivii) all nonroutine correspondence with any Governmental Authority within the last three yearsnon-routine, written communications relating thereto. (b) Each Seller Benefit Plan (and any related trust or other funding vehicle) has been maintained, funded, operated, operated and administered in all material respects in compliance with Applicable Laws (including ERISA and the Code) and with the terms of such Seller Benefit Plan. There are no pending or, or threatened material investigations by any Governmental Authority with respect to the Knowledge of each Selling Entity, threatened or termination proceedings or other material claims, suits or Proceedings proceedings (except routine claims for benefits payable in the ordinary course of businesscourse) against or relating involving any Seller Benefit Plan. (c) No Tax penalties or additional Taxes have been imposed or would be reasonably expected to be imposed on any Company Employee, and no acceleration of Taxes has occurred or would be reasonably expected to occur with respect to any Company Employee, in each case as a result of a failure to comply with Section 409A of the Code with respect to any Seller Benefit Plan (that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code. No Company Employee is entitled to receive any gross-up or additional payment in connection with the assets thereof), including Tax required by Section 409A or before any Governmental AuthoritySection 4999 of the Code. (cd) Except as pursuant to the Seller Benefit Plans or other agreements or arrangements listed on Disclosure Schedule 5.19(c5.23(d), true and complete copies of which have been made available to Buyer, none of the execution and delivery of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby (alone or in conjunction with any other event, including any termination of employment on or following the Closing) would reasonably be expected to will (i) entitle any current or former Company Employee or other individual service provider to any material compensation or benefit under any Seller Benefit Plan or otherwisebenefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits for any current or former Company Employee or other individual services provider or trigger any other material obligation under any Seller Benefit Plan or otherwisePlan, or (iii) result in any loss breach or violation of tax deduction or default under Section 280G of the Code or the imposition of an excise tax under Section 4999 of the Code. limit Seller’s (dor Buyer’s right with respect to any Assumed Plan Liabilities) No to amend, modify or terminate any Seller Benefit Plan is, and none or (iv) result in the payment of the Selling Entities sponsors, maintains, contributes to, has an obligation to contribute to or otherwise has any Liability under or with respect to: (i) a plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 or 430 of the Code, (ii) a “multiemployer planexcess parachute payment” (as defined in Section 3(37280G(b)(1) of ERISA) or (iii) a plan, program or arrangement that provides (or could be required to provide) any retiree or post- employment medical, dental or life insurance or other welfare benefits to any Person (other than coverage mandated by Applicable Law, including COBRAthe Code). (e) Each Seller Benefit With respect to each Pension Plan or any Multiemployer Plan that is intended or is required to be qualified under Section 401(a) of the Code has received a favorable determination sponsored, maintained or opinion letter from the IRS contributed to, or has applied been sponsored, maintained or contributed to or required to be maintained or contributed to within the six years prior to the IRS for such a letter date of this Agreement, by Seller or any of its ERISA Affiliates, (i) no withdrawal liability, within the applicable remedial amendment period or such period meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not expiredbeen satisfied, and nothing (ii) no condition exists or event or transaction has occurred that could adversely affect the qualification of with respect to any such Seller Benefit Planplan that would reasonably be expected to result in Buyer or any of its Affiliates incurring any material Liability, fine or penalty for which a reserve or accrual has not been established. (f) Each Seller Benefit Plan that constitutes in any part a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) subject to Section 409A of the Code has been operated and administered in all material respects in operational compliance with, and is in all respects in documentary compliance with, Section 409A of the Code, and no amount under any such Seller Benefit Plan has been or is expected to be subject to any interest or additional Taxes imposed under Section 409A of the Code. (g) No Selling Entity is party to any contract, agreement, plan or arrangement to which such Selling Entity is required to provide a gross-up or otherwise reimburse any current or former employee, director, service provider or other person for Taxes, including pursuant to Sections 409A or 4999 of the Code. (h) The Selling Entities are neither party to, nor bound by, any Labor Agreement, and no Company Employees are represented by any labor union, labor organization, works council, employee representative or group of employees with respect to their employment with a Selling Entity. To the Knowledge of each Selling Entity, in the past three years there have been no labor organizing activities with respect to any Company Employees. There are no material controversies, strikes, slowdowns, work stoppages, unfair labor practice charges, labor grievances, labor arbitrations, lockouts, picketing, hand billing, stoppages or any other material labor disputes involving any Company Employee pending oror threatened, to the Knowledge of each Selling Entity, threatened in writing nor have there been any such controversies controversies, strikes, slowdowns or work stoppages in the past three years. There are no material grievances or unfair labor practice complaints pending against Seller or any of the Selling Entities its Subsidiaries before the National Labor Relations Board or any other Governmental Authority with respect to any Company Employee. (ig) The Selling Entities Seller and its Subsidiaries are in compliance in all material compliance respects with all Applicable Laws relating to employment or labor, including Applicable Laws those related to hiring, background checks, wages wages, pay equity, hours, collective bargaining and hours (including the labor relations, classification of independent contractors and exempt employees, equal opportunity, document retention, notice, plant closing and non-exempt employees), pay equity and transparency, hours and labor relationsmass layoff, health and safety, immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas)employment eligibility verification, immigration, child labor, discrimination, harassment, retaliation, accommodations, disability rights or benefits, affirmative action, workers’ compensation, restrictive covenantsunemployment insurance, equal opportunityemployment and reemployment rights of members of the uniformed services, plant closures and layoffs (including WARN)secondment, employee leave issues, employee trainings issues and notices, COVID-19the payment of social security and other Taxes, and unemployment insuranceare not liable for any arrears of wages, other compensation or benefits (other than such Liabilities that have been incurred in the ordinary course of business of Seller and its Subsidiaries), or any Taxes or penalties for failure to comply with any of the foregoing. No individual who has performed services for Seller or its Subsidiaries has been improperly excluded from participation in any Seller Benefit Plan, and neither Seller nor any of its Subsidiaries has any direct or indirect liability, whether absolute or contingent, with respect to any misclassification of any Person as an independent contractor or on any other non-employee basis for Seller or its Subsidiaries rather than as an employee, with respect to any individual employed, engaged, or leased by Seller or any of its Subsidiaries from another employer, or with respect to any misclassification of any employee of Seller or its Subsidiaries as exempt versus non-exempt. Except as would not result set forth in material Liability, each Selling Entity has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees and other compensation that have come due and payable to their current or former employees and independent contractors under Applicable Laws, Contract or Seller policy. (j) Disclosure Schedule 5.19(j) sets forth a true and accurate list by job title5.23(g), termination date and primary work location, of any current there is no material employment- or former employee of labor-related claim pending against any Selling Entity who has experienced brought by or on behalf of any Company Employee or any Governmental Authority and no such claim is expected to experience an “employment loss” under WARN on or within ninety (k) Each Selling Entity has investigated all threatened. In the last five years, no allegations of sexual harassment, or other harassment, discrimination, retaliation or policy violation allegations against officers, directors, partners, and Company Employees that have been reported to the applicable Selling Entity or of which the Selling Entity is otherwise aware. With respect to each such allegation (except those the Selling Entities reasonably deemed to not have merit), each Selling Entity has taken prompt corrective action reasonably calculated to prevent further improper action in the discretion of the Selling Entity. To the Knowledge of the Selling Entities, there are no such allegations of unlawful harassment or discrimination that, if known to the public, would bring the Selling Entities into material disrepute. (l) To the Knowledge of the Selling Entities, no current or former Company Employee is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement or restrictive covenant obligation have been made against (i) owed to a any officer of any Selling Entity or (ii) owed to any Third Party with respect to such person’s right to be employed Company Employee at a level of Vice President or engaged by a Selling Entity. above. (mh) Disclosure Schedule 5.19(m5.23(h) sets forth a complete and correct list of all Company Employees as of the date hereof, and includes the following informationwho are employees by: name; title or position; status (part-time, full-time, exempt, non-exempt, etc.); whether paid on a salaried, hourly or other basis; current base salary or wage rate; accrued unused paid time off; current target bonus bonus; start date; service reference date (if anydifferent from the start date); work location (city and state); PTO entitlement formula; amount of accrued but unused PTO by category; and an indication of whether or not such employee is on leave of absence. All such employees are authorized to work in the United States. Disclosure Schedule 5.23(h) sets forth a complete and correct list of all Company Employees who are independent contractors of Seller or its Subsidiaries and all “leased employees” (as such term is defined in Section 414(n) of the Code) of Seller or its Subsidiaries by: job position or function; work location (city and state); hourly pay rate or other compensatory arrangement; hire date; regular hours per work week; term of engagement; and the total amount paid by Seller to such Person in 2019. Seller shall update Disclosure Schedule 5.23(h) from time to time and as of three (3) days prior to the Closing Date.

Employee Benefit Plans; Labor and Employment Matters. (a) Disclosure Schedule 5.19(aSection 4.8(a) contains a complete and accurate list of each material Seller Benefit Plan as of the date hereof. Seller has made available to Buyer with respect to Company Disclosure Letter lists each material Seller Benefit Plan as of the date hereof: (i) the current plan document (or a summary description of the material terms of any unwritten Seller Company Benefit Plan), (ii) each trust agreement, insurance contract or other funding arrangement related thereto, (iii) the most recent annual report, financial statements and actuarial or other valuation reports prepared with respect thereto, (iv) the most recent summary plan description and any material modification with respect thereto, (v) the most recent determination or opinion letter received from the Internal Revenue Service (the “IRS”) with respect to each Seller Benefit Plan intended to qualify under Section 401 of the Code, and (vi) all nonroutine correspondence with any Governmental Authority within the last three yearsPlans. (b) Each Seller Neither the Company nor any Company Subsidiary maintains or is obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code (and any related trust a “Qualified Plan”)) which provides benefits to retirees or other funding vehicleterminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). (c) Neither the Company, any of its Subsidiaries, nor any ERISA Affiliate with respect to which the Company or any of the Company Subsidiaries would have any liability has at any time within the prior six (6) years contributed to or had the obligation to contribute to or has any obligation to contribute to or has any liability (contingent or otherwise) to any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code, including any “multiemployer plan,” as that term is defined in Section 4001 of ERISA. (d) Each of the Company Benefit Plans has been maintained, funded, operated, adopted and administered operated in compliance in all material respects in compliance with Applicable Laws (including ERISA and the Code) Code and all other applicable Laws and has been adopted and operated in accordance with the terms and provisions of the plan document and all related documents and policies. (e) With respect to any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which the Company, any of the Company Subsidiaries, or any of their respective ERISA Affiliates with respect to which the Company or any of its Subsidiaries would have any liability, has any liability or contributes (or has at any time within the past six (6) years contributed or had an obligation to contribute), to the Company’s Knowledge: (A) none of the Company, any of its Subsidiaries, or any of their respective ERISA Affiliates with respect to which the Company or any of the Company Subsidiaries would have any liability has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied or would be subject to such Seller liability if, as of the Effective Time, the Company, any of the Company Subsidiaries or any such ERISA Affiliates were to engage in a complete withdrawal (as defined in Section 4203 of ERISA) or partial withdrawal (as defined in Section 4205 of ERISA) from any such multiemployer plan; and (B) no such multiemployer plan is in reorganization or insolvent (as those terms are defined in Sections 4241 and 4245 of ERISA, respectively). (f) With respect to any Company Benefit Plan. Plan that is not a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA but is subject to Title IV of ERISA: (A) the assets of each such Company Benefit Plan are at least equal in value to the present value of the accrued benefits (vested and unvested) of the participants in such Company Benefit Plan on a termination and projected benefit obligation basis, based on the actuarial methods and assumptions indicated in the most recent applicable actuarial valuation reports; (B) no “reportable event” (as such term is defined in Section 4043 of ERISA) that could reasonably be expected to result in liability, or “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA and Section 412 of the Code (whether or not waived)) has occurred with respect to any Company Benefit Plan within the past six (6) years; and (C) to the Company’s Knowledge, no written or oral communication has been received from the Pension Benefit Guaranty Corporation (the “PBGC”) in respect of any such Company Benefit Plan concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the transactions contemplated herein within the past six (6) years. (g) The Company and the Company Subsidiaries have performed all of their material obligations under all Company Benefit Plans, and all contributions and other payments required to be made by Company or any Company Subsidiary to any Company Benefit Plan have been made or reserves adequate for such contributions or other payments have been set aside therefor and have been reflected in the Company Balance Sheet. (h) There are no pending or, to the Knowledge of each Selling EntityCompany’s Knowledge, threatened claimsmaterial claims by or on behalf of or with respect to any Company Benefit Plan, suits or Proceedings (except routine by any Person covered thereby, other than ordinary claims for benefits payable submitted by participants or beneficiaries. (i) Except Company Common Stock held in the ordinary course CC ESOP and Company Common Stock credited under the ClubCorp, Inc. Deferred Compensation Plan, no employer securities, employer real property or other employer property is included in the assets of businessany Company Benefit Plan. (j) against The Company made available to Parent: (1) true, correct and complete copies of the current Company Benefit Plan document and any amendments thereto for each Company Benefit Plan and copies of any related trusts, and (A) the most recent summary plan descriptions of such Company Benefit Plans for which the Company or any Company Subsidiary is required to prepare, file, and distribute summary plan descriptions, and (B) the most recent copy of all summaries and descriptions furnished by the Company, if any, to participants and beneficiaries regarding Company Benefit Plans for which a plan description or summary plan description is not required; (2) the Form 5500 filed in each of the most recent three (3) plan years with respect to each Company Benefit Plan, including all schedules thereto and any opinions of independent accountants relating thereto; (3) all insurance policies or agreements regarding other funding arrangements that are currently in force which were purchased by or that provide benefits under any Company Benefit Plan or otherwise reimburse for benefits paid under the Company Benefit Plans; (4) all written agreements that are currently in force with trustees and third party administrators, investments managers, consultants and service providers relating to any Seller Company Benefit Plan (or the assets thereof)and any and all written reports, including discrimination testing, submitted to the Company or any Company Subsidiary by or before any Governmental Authoritysuch third party administrators, investment managers, consultants and service providers within the three (3) years preceding the date hereof; and (5) with respect to Company Benefit Plans that are Qualified Plans, the most recent determination letter for each such Company Benefit Plan. (ck) Except as listed on Disclosure Schedule 5.19(c), none of the execution and delivery of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby (alone or in conjunction with any other event) would reasonably be expected to (i) entitle any current or former Company Employee or other individual service provider to any material compensation or benefit under any Seller Benefit Plan or otherwise, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits for any current or former Company Employee or other individual services provider or trigger any other material obligation under any Seller Benefit Plan or otherwise, or (iii) result in any loss of tax deduction under Section 280G of the Code or the imposition of an excise tax under Section 4999 of the Code. (d) No Seller Benefit Plan is, and none of the Selling Entities sponsors, maintains, contributes to, has an obligation to contribute to or otherwise has any Liability under or formal written qualification requirement with respect to: (ito which the remedial amendment period set forth in Section 401(b) a plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 or 430 of the Code, (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA) or (iii) a planand any regulations, program or arrangement that provides (or could be required to provide) any retiree or post- employment medical, dental or life insurance rulings or other welfare benefits to any Person IRS releases thereunder, has not expired (other than coverage mandated by Applicable Law, including COBRA). (ei) Each Seller each Company Benefit Plan that is intended to be a Qualified Plan has received a favorable determination letter from the IRS and is qualified under Section 401(a) of the Code, and each trust for each such Company Benefit Plan is exempt from federal income tax under Section 501(a) of the Code has received a favorable determination or opinion letter from the IRS or has applied and (ii) to the IRS for such a letter within the applicable remedial amendment period or such period has not expiredCompany’s Knowledge, and nothing no event has occurred or circumstance exists that could adversely affect the qualification reasonably be expected to give rise to disqualification or loss of tax-exempt status of any such Seller Company Benefit PlanPlan or trust. (fl) Each Seller Benefit Plan Except with respect to matters that constitutes in any part would not have a “nonqualified deferred compensation plan” Material Adverse Effect: (as defined under Section 409A(d)(1i) each of the Code) subject to Section 409A Company and each of the Code has been operated and administered Company Subsidiaries is in compliance in all material respects with all currently applicable Laws respecting employment, discrimination in operational compliance withemployment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, (ii) the Company and each of the Company Subsidiaries has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits, and is other compensation due to or on behalf of such employees, independent contractors or consultants in all respects in documentary compliance withaccordance with applicable Law, Section 409A (iii) neither the Company nor any of the Code, and no amount under Company Subsidiaries is liable for any such Seller Benefit Plan has been or is expected to be subject payment to any interest trust or additional Taxes imposed under Section 409A of the Code. (g) No Selling Entity is party other fund or to any contractGovernmental Entity, agreement, plan or arrangement to which such Selling Entity is required to provide a gross-up or otherwise reimburse any current or former employee, director, service provider or other person for Taxes, including pursuant to Sections 409A or 4999 of the Code. (h) The Selling Entities are neither party to, nor bound by, any Labor Agreement, and no Company Employees are represented by any labor union, labor organization, works council, employee representative or group of employees with respect to their employment with a Selling Entity. To the Knowledge of each Selling Entityunemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past three years practice), and (iv) there have been no labor organizing activities with respect to any Company Employees. There are no material strikes, slowdowns, work stoppages, unfair labor practice charges, labor grievances, labor arbitrations, lockouts, picketing, hand billing, or any other material labor disputes involving any Company Employee controversies pending or, to the Knowledge of each Selling the Company, threatened, between the Company or any of the Company Subsidiaries and any of their respective employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. (m) Neither the Company nor any of the Company Subsidiaries is a party to or bound by any collective bargaining agreement or other labor union Contract and no collective bargaining agreement is being negotiated by the Company or any of the Company Subsidiaries. There is no pending demand for recognition or, to the Knowledge of Company, any other request or demand from a labor organization for representative status with respect to any Person employed by the Company or any Company Subsidiary. The Company has no Knowledge of any activities or proceedings of any labor union seeking to organize its employees nor of any such organizing activities or proceedings within the past three years. There is no labor dispute, strike or group work stoppage against the Company or any Company Subsidiary pending or, to the Knowledge of Company, threatened in writing involving employees of the Company or any Company Subsidiary, nor have there been any such controversies in labor dispute, strike or group work stoppage within the past last three years. There are is no material unfair labor practice complaints pending charge or complaint against the Company or any of the Selling Entities before Company Subsidiary by the National Labor Relations Board or any other comparable Governmental Authority with respect Entity pending or, to any Company Employeethe Knowledge of the Company, threatened. (n) The Company and each Company Subsidiary is in compliance in all material respects with the Worker Adjustment Retraining Notification Act of 1988, as amended, and all similar state or local Laws (collectively, the “WARN Act”). In the past 12 months (i) The Selling Entities are the Company has not effectuated a “plant closing” (as defined in material compliance with all Applicable Laws relating to the WARN Act) affecting any site of employment or laborone or more facilities or operating units within any site of employment or facility of its business, including Applicable Laws related to hiring, background checks, wages and hours (including ii) there has not occurred a “mass layoff” (as defined in the classification WARN Act) affecting any site of independent contractors and exempt and non-exempt employees), pay equity and transparency, hours and labor relations, health and safety, immigration (including employment or facility of the completion of Forms I-9 for all employees and the proper confirmation of employee visas), child labor, discrimination, harassment, retaliation, disability rights Company or benefits, affirmative action, workers’ compensation, restrictive covenants, equal opportunity, plant closures and layoffs (including WARN), employee leave issues, employee trainings and notices, COVID-19any Company Subsidiary, and unemployment insurance. Except as would (iii) the Company has not result engaged in material Liability, each Selling Entity has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees and other compensation that have come due and payable layoffs or employment terminations sufficient in number to their current or former employees and independent contractors under Applicable Laws, Contract or Seller policy. (j) Disclosure Schedule 5.19(j) sets forth a true and accurate list by job title, termination date and primary work location, trigger application of any current similar state, local or former employee foreign law or regulation. The Company has not caused any of any Selling Entity who has experienced or is expected its employees to experience suffer an “employment loss” under (as defined in the WARN on or within ninety (kAct) Each Selling Entity has investigated all sexual harassment, or other harassment, discrimination, retaliation or policy violation allegations against officers, directors, partners, and Company Employees that have been reported during the 90-day period prior to the applicable Selling Entity or date of which the Selling Entity is otherwise aware. With respect to each such allegation (except those the Selling Entities reasonably deemed to not have merit), each Selling Entity has taken prompt corrective action reasonably calculated to prevent further improper action in the discretion of the Selling Entity. To the Knowledge of the Selling Entities, there are no such allegations of harassment or discrimination that, if known to the public, would bring the Selling Entities into material disreputethis Agreement. (lo) To Neither the Knowledge Company nor any of the Selling Entities, no current Company Subsidiaries (nor any director or former employee of the Company Employee or any Company Subsidiary) is in a party to any material respect in violation of any term of any employment agreement, nondisclosure agreementContract, common law nondisclosure obligationor arrangement (including any Company Benefit Plan) that, fiduciary dutyindividually or collectively, noncompetition agreement either alone or restrictive covenant obligation together with any other event (including the execution of and consummation of the transactions contemplated by this Agreement), could give rise to (i) owed to a Selling Entity any severance pay or any increase in severance pay, (ii) owed any acceleration of the time of payment or vesting under, or any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or any increase in the amount payable pursuant to, any of the Company Benefit Plans or (iii) the payment of any amount (whether in cash or property, including shares of capital stock) that would not be deductible pursuant to any Third Party the terms of Section 280G of the Code. (p) Each Company Option that was not earned and vested by December 31, 2004, as such terms are defined in the Proposed Treasury Regulations issued under Section 409A of the Code, was granted with respect to such person’s right to be employed or engaged an exercise price not less than the fair market value on the date of grant of the underlying Company Common Stock as determined by a Selling Entity. (mthe consistent use of an independent appraisal that meets the requirement of Section 401(a)(28)(C) Disclosure Schedule 5.19(m) sets forth a complete and correct list of all Company Employees the Code as of a date that is no more than twelve (12) months before the date hereof, and includes the following information: name; title or position; status (part-time, full-time, exempt, non-exempt, etcrelevant grant date.); whether paid on a salaried, hourly or other basis; current base salary or wage rate; accrued unused paid time off; current target bonus (if any); and an indication of whether or not such employee is on leave of absence.

Employee Benefit Plans; Labor and Employment Matters. (a) Disclosure Schedule 5.19(aSection 4.8(a) contains a complete and accurate list of each material Seller Benefit Plan as of the date hereof. Seller has made available to Buyer with respect to Company Disclosure Letter lists each material Seller Benefit Plan as of the date hereof: (i) the current plan document (or a summary description of the material terms of any unwritten Seller Company Benefit Plan), (ii) each trust agreement, insurance contract or other funding arrangement related thereto, (iii) the most recent annual report, financial statements and actuarial or other valuation reports prepared with respect thereto, (iv) the most recent summary plan description and any material modification with respect thereto, (v) the most recent determination or opinion letter received from the Internal Revenue Service (the “IRS”) with respect to each Seller Benefit Plan intended to qualify under Section 401 of the Code, and (vi) all nonroutine correspondence with any Governmental Authority within the last three yearsPlans. (b) Each Seller Neither the Company nor any Company Subsidiary maintains or is obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code (and any related trust a “Qualified Plan”)) which provides benefits to retirees or other funding vehicleterminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). (c) Neither the Company, any Company Subsidiary, nor any ERISA Affiliate has at any time contributed to or has any obligation to contribute to or has any liability (contingent or otherwise) to any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code, including any “multiemployer plan,” as that term is defined in Section 4001 of ERISA. (d) Each of the Company Benefit Plans is currently in compliance in all material respects with ERISA and the Code and all other applicable Laws and has been maintained, funded, operated, and administered operated in all material respects in compliance with Applicable Laws (including ERISA and the Code) and accordance with the terms and provisions of the plan document and all related documents and policies. (e) The Company and the Company Subsidiaries have performed all of their material obligations under all Company Benefit Plans, and all contributions and other payments required to be made by the Company or any Company Subsidiary to any Company Benefit Plan have been made or reserves adequate for such Seller contributions or other payments have been set aside therefor and have been reflected in the Company Balance Sheet. (f) The Company has not received notice of any Proceeding or threatened Proceeding by the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation, or any other third party or Governmental Entity with respect to any Company Benefit Plan. There , and there are no pending or, to the Knowledge of each Selling Entitythe Company, threatened claimsclaims with respect to any Company Benefit Plan, suits or Proceedings (except routine by any Person covered thereby, other than ordinary claims for benefits payable submitted by participants or beneficiaries. (g) No employer securities, employer real property or other employer property is included in the ordinary course assets of businessany Company Benefit Plan. (h) against The Company made available to Parent true, correct and complete copies of: (i) the current Company Benefit Plan document and any amendments thereto for each Company Benefit Plan and copies of any related trusts, and (A) the most recent summary plan descriptions of such Company Benefit Plans for which the Company or any Company Subsidiary is required to prepare, file, and distribute summary plan descriptions, and (B) the most recent copy of all summaries and descriptions furnished by the Company, if any, to participants and beneficiaries regarding Company Benefit Plans for which a plan description or summary plan description is not required; (ii) the Form 5500 filed in each of the most recent three (3) plan years with respect to each Company Benefit Plan, including all schedules thereto and any opinions of independent accountants relating thereto; (iii) all insurance policies or agreements regarding other funding arrangements that are currently in force which were purchased by or that provide benefits under any Company Benefit Plan or otherwise reimburse for benefits paid under the Company Benefit Plans; (iv) all agreements that are currently in force with third party administrators, investments managers, consultants and service providers relating to any Seller Company Benefit Plan (or the assets thereof)and any and all written reports, including discrimination testing, submitted to the Company or any Company Subsidiary by or before any Governmental Authoritysuch third party administrators, investment managers, consultants and service providers within the three (3) years preceding the date hereof; and (v) with respect to Company Benefit Plans that are Qualified Plans, the most recent determination letter for each such Company Benefit Plan. (ci) Except for any formal written qualification requirement with respect to which the remedial amendment period set forth in Section 401(b) of the Code, and any regulations, rulings or other IRS releases thereunder, has not expired (i) each Company Benefit Plan that is intended to be a Qualified Plan has received a favorable determination letter from the IRS and is qualified under Section 401(a) of the Code, and each trust for each such Company Benefit Plan is exempt from federal Income Tax under Section 501(a) of the Code and (ii) no event has occurred or circumstance exists that gives rise to disqualification or loss of tax-exempt status of any such Company Benefit Plan or trust. (j) Except as listed on Disclosure Schedule 5.19(c), none provided in Section 4.8(j) of the execution and delivery of this Agreement or any of the other Transaction Documents or the consummation of Company Disclosure Letter, the transactions contemplated hereby or thereby (alone or in conjunction with any other event) would reasonably be expected to by this Agreement shall not (i) entitle result in any current additional payment (including any severance payment) to, or former Company Employee or other individual service provider to any material compensation or benefit under any Seller Benefit Plan or otherwiseaccrual under, (ii) accelerate the time of payment or vestingincrease any vested interest in, or trigger any payment or funding, of any compensation or benefits for any current or former a Company Employee or other individual services provider or trigger any other material obligation under any Seller Benefit Plan or otherwiseotherwise for any employee or any dependent of such employee, or (iii) result in require the Company or any loss Company Subsidiary to make any payment that would constitute an “excess parachute payment” for purposes of tax deduction under Section Sections 280G of the Code or the imposition of an excise tax under Section and 4999 of the Code. (dk) No Seller Benefit Plan is, and none Except as indicated on Section 4.8(k) of the Selling Entities sponsors, maintains, contributes to, has an obligation to contribute to or otherwise has any Liability under or with respect to: Company Disclosure Letter (i) a plan that is or was subject to Section 302 or Title IV all agreements and plans providing for “deferral of ERISA or Section 412 or 430 of the Code, (ii) a “multiemployer plancompensation” (as defined in Section 3(37) of ERISA) or (iii) a plan, program or arrangement that provides (or could be required to provide) any retiree or post- employment medical, dental or life insurance or other welfare benefits to any Person (other than coverage mandated by Applicable Law, including COBRA). (e) Each Seller Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS or has applied to the IRS for such a letter within the applicable remedial amendment period or such period has not expired, and nothing has occurred that could adversely affect the qualification of any such Seller Benefit Plan. (f) Each Seller Benefit Plan that constitutes in any part a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) 409A of the Code) subject Code have been maintained in good faith compliance with Section 409A of the Code (and applicable regulations or other applicable guidance issued by the IRS with respect to Section 409A of the Code has Code) and all of such agreements and plans have been operated and administered in all material respects in operational compliance with, and is in all respects in documentary compliance with, amended to comply with the final regulations under Section 409A of the Code, or (ii) are grandfathered from, and no amount under any such Seller Benefit Plan has been or is expected to be not subject to any interest or additional Taxes imposed under to, Section 409A of the Code. (gl) No Selling Entity The Company and each Company Subsidiary has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits, and other compensation due to or on behalf of such employees, independent contractors or consultants in accordance with applicable Law. Neither the Company nor any Company Subsidiary is party liable for any payment to any contract, agreement, plan or arrangement to which such Selling Entity is required to provide a gross-up or otherwise reimburse any current or former employee, director, service provider trust or other person for Taxesfund or to any Governmental Entity, including pursuant to Sections 409A or 4999 of the Code. (h) The Selling Entities are neither party to, nor bound by, any Labor Agreement, and no Company Employees are represented by any labor union, labor organization, works council, employee representative or group of employees with respect to their employment with a Selling Entity. To the Knowledge of each Selling Entityunemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past three years practice). Except as set forth in Section 4.10 of the Company Disclosure Letter, there have been no labor organizing activities with respect to any Company Employees. There are no material strikes, slowdowns, work stoppages, unfair labor practice charges, labor grievances, labor arbitrations, lockouts, picketing, hand billing, or any other material labor disputes involving any Company Employee Proceedings pending or, to the Knowledge of each Selling the Company, threatened, between the Company or any Company Subsidiary and any of their respective employees, which Proceedings have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. (m) Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other labor union Contract and no collective bargaining agreement is being negotiated by the Company or any Company Subsidiary. There is no pending demand for recognition or, to the Knowledge of Company, any other request or demand from a labor organization for representative status with respect to any Person employed by the Company or any Company Subsidiary. The Company has no Knowledge of any activities or proceedings of any labor union seeking to organize its employees. There is no labor dispute, strike or group work stoppage against the Company or any Company Subsidiary pending or, to the Knowledge of Company, threatened in writing nor have there been involving employees of the Company or any such controversies in the past three yearsCompany Subsidiary. There are is no material unfair labor practice complaints pending charge or complaint against the Company or any of the Selling Entities before Company Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or, to the Knowledge of the Company, threatened. (n) Neither the Company nor any Company Subsidiary has taken any action that could constitute a “mass layoff’ or “plant closing” within the meaning of the WARN Act or that could otherwise trigger any notice requirement or material liability under any local or state plant closing notice Law with respect to the business of the Company or any Company Subsidiary, and no such actions are contemplated. (o) Except as set forth in Section 4.18(o) of the Company Disclosure Letter with respect to the UK Pension, (i) full material documentation and all material details regarding the UK Pension have been disclosed to the Parent and all information which has been made available to the Parent or its advisers on or before the date of this Agreement is true, correct, complete and fairly presented, (ii) such pension, was established under irrevocable trusts and was at all times exempt approved under Chapter 1 of the Part XIV of the Income and Corporation Taxes Act 1988 and is a registered pension scheme, complies and has at all times complied with, all applicable primary and secondary legislation relative to occupational pension schemes (including European Law) and has been operated in accordance with the requirements of HM Revenue and other Governmental Authority relevant authorities and within the trusts, powers and provisions of its governing documents, (iii) UK Corrpro has at all times complied with the provisions of all relevant statutes, regulations and requirements (including without limitation the requirements of the Pensions Xxx 0000 all regulations made under it, the Pensions Xxx 0000 and all regulations made under it, the Finance Xxx 0000 and all regulations made under it and the Xxxxxxx Xxxxxxx Xxx 0000 and all regulations made under it), Article 141 of the Treaty of Rome (notwithstanding any provision of the UK Pension) and within the trusts, powers and provisions of the documents governing the UK Pension and the applicable requirements of Law, (iv) the UK Pension is and will continue to be funded to such level as is sufficient to ensure that there is no obligation to notify the Pensions Regulator of the Closing, of the change in control of UK Corrpro or of any omission in relation to the UK Pension under section 69 of the Pensions Xxx 0000, (v) a true, correct and complete disclosure of the assets, investments or policies held by the Final Salary Scheme Trustees have been disclosed to Parent along with a true, correct and complete copy of policy 32521-7/000 and the policies relating to the Final Salary Scheme Members’ additional voluntary contributions, (vi) all amounts payable by UK Corrpro (and for the avoidance of doubt any other employers who participated in the UK Pension) to the Final Salary Scheme Trustees or any insurance company have been deducted and paid to the Final Salary Scheme Trustees or insurance company, as applicable, (vii) the information contained in the last actuarial valuation of the UK Pension at March 31, 2006 (the “UK Valuation”) is true and accurate in all respects on the basis of the assumptions referred to therein including that (y) contributions to the UK Pension have been paid at £9,900 per month; and (z) no changes have been made in the benefit structure of the UK Pension as summarized in the UK Valuation, (viii) no liability has arisen under section 75 of the Pensions Xxx 0000 or the Pensions Xxx 0000 or otherwise including as a result of a participating employer ceasing to participate in the UK Pension, (ix) no undertakings or assurances have been given or implied to the Final Salary Scheme Members or discretions have been exercised under the UK Pension as to the introduction, continuance, increase or improvement of any retirement/death/disability benefit (for purposes of this Section 4.8(o), the phrase “retirement/death/disability benefit” means any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death, or in anticipation of retirement, or, in connection with past service, after retirement or death, or to be given on or in anticipation of or in connection with any change in the nature of the service of the employee in question or given or to be given on or in connection with the illness, injury or disability of, or suffering of any accident by, an employee), (x) no contribution notice, financial support direction restoration order or other notice, order or direction has been issued by the Pensions Regulator with respect to the Company or any Company Subsidiary or with respect to any other Person in relation to the UK Pension and to the Knowledge of the Company Employeeor any Company Subsidiary, no proposals to issue any such notice, order or direction and there are no circumstances which could give rise to any such notice, order or direction, (xi) there are no claims or actions actual, threatened or pending in respect of the UK Pension (including reports to the Pensions Regulator by the Final Salary Scheme Trustees, professional advisers or any third parties) or regarding the provisions of incapacity, ill-health, early retirement pensions or death benefits generally for current or former officers or employees of UK Corrpro (for purposes of Sections 4.8 (o) and (p), “employee” includes a director and any officer of UK Corrpro whether or not he or she has entered into or works under (or, where the employment has ceased, worked under) a contract of employment), (xii) there are no complaints under the Final Salary Scheme Trustees’ internal dispute resolution procedure (details of which have been disclosed to the Final Salary Scheme Members), or arbitrations, mediations, Pension Ombudsmen complaints, complaints to the Pensions Regulator, actions, suits or claims in progress, pending or threatened by any of the Final Salary Scheme Members or employees of UK Corrpro and there is no fact or circumstances likely to give rise to any such proceedings, and (xiii) UK Corrpro has not incurred any penalties, fines or other sanctions under the Pensions Xxx 0000 or Pensions Xxx 0000 and there are no circumstances which may give rise to any such penalties, fines or sanctions. (p) With respect to the Money Purchase Scheme, (i) The Selling Entities are in all material compliance with documentation and all Applicable Laws relating material details regarding the Money Purchase Scheme have been disclosed to employment the Parent and all information which has been made available to the Parent or labor, including Applicable Laws related to hiring, background checks, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), pay equity and transparency, hours and labor relations, health and safety, immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), child labor, discrimination, harassment, retaliation, disability rights or benefits, affirmative action, workers’ compensation, restrictive covenants, equal opportunity, plant closures and layoffs (including WARN), employee leave issues, employee trainings and notices, COVID-19, and unemployment insurance. Except as would not result in material Liability, each Selling Entity has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees and other compensation that have come due and payable to their current or former employees and independent contractors under Applicable Laws, Contract or Seller policy. (j) Disclosure Schedule 5.19(j) sets forth a true and accurate list by job title, termination date and primary work location, of any current or former employee of any Selling Entity who has experienced or is expected to experience an “employment loss” under WARN its advisers on or within ninetybefore the date of this Agreement is true, correct, complete and fairly presented, (k) Each Selling Entity has investigated all sexual harassment, or other harassment, discrimination, retaliation or policy violation allegations against officers, directors, partners, and Company Employees that have been reported to the applicable Selling Entity or of which the Selling Entity is otherwise aware. With respect to each such allegation (except those the Selling Entities reasonably deemed to not have merit), each Selling Entity has taken prompt corrective action reasonably calculated to prevent further improper action in the discretion of the Selling Entity. To the Knowledge of the Selling Entities, there are no such allegations of harassment or discrimination that, if known to the public, would bring the Selling Entities into material disrepute. (l) To the Knowledge of the Selling Entities, no current or former Company Employee is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement or restrictive covenant obligation (i) owed to a Selling Entity or (ii) owed every person who is eligible to any Third Party with respect participate in the Money Purchase Scheme has been invited to such person’s right to be employed or engaged by a Selling Entity. (m) Disclosure Schedule 5.19(m) sets forth a complete and correct list of all Company Employees participate therein as of the date hereofon which such person became so eligible, (iii) all due contributions and expenses in respect of the Money Purchase Scheme have been paid as and when due, (iv) all documents and other communications issued to UK Corrpro’s employees relating to the Money Purchase Scheme comply with the Financial Services and Markets Xxx 0000 and the Money Purchase Scheme has at all times been operated in accordance with all applicable Laws including the age discrimination legislation, and (v) the Money Purchase Scheme satisfies such requirements as are set out in Regulation 22 of the Stakeholder Pension Schemes Regulations 2000 (as amended) so that the UK Corrpro does not need to comply with the stakeholder pension employer requirements referred to in Part IV of such Regulations and includes section 3 of the following information: name; title Welfare Reform and Pensions Xxx 0000 (as amended). (q) Apart from the UK Pension and the Money Purchase Scheme, UK Corrpro has not and does not participate in or position; status (parthave any liability in respect of or is contributing to any retirement benefits pension or life assurance scheme or arrangement, fund or personal pension scheme or stakeholder arrangement whether in the United Kingdom or overseas relating to any of its present or past directors or employees or those claiming through them or under any legal or ex-timegratia obligation or obligation established by custom to provide any retirement/death/disability benefit to or in respect of any such director, full-time, exempt, non-exempt, etcor employee or Person claiming through them. No proposal has been announced or implied to establish or contribute to any other such scheme or fund.); whether paid on a salaried, hourly or other basis; current base salary or wage rate; accrued unused paid time off; current target bonus (if any); and an indication of whether or not such employee is on leave of absence.