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

Employee Benefit Plans; Labor Matters. (a) With respect to each material Company Benefit Plan, the Company has made available (or, if it has not made available, will promptly after the date hereof make available) to Parent a correct and complete copy of each writing constituting such Company Benefit Plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code and the related trust that has not been revoked, and, to the knowledge of the Company, there are no existing circumstances and no events have occurred that could result in the revocation of such favorable determination letter. (b) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company, (A) each of the Company Benefit Plans has been operated and administered in all material respects in accordance with its terms and applicable law and administrative rules and regulations of any Governmental Authority, including, but not limited to, ERISA and the Code, and (B) there are no pending or, to the knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), lawsuits, arbitrations or examinations that have been asserted or instituted, and, to the knowledge of the Company, no set of circumstances exists that could give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts under any of the Company Benefit Plans that could reasonably be expected to result in any material liability of the Company or any of its Affiliates to the PBGC, the U.S. Department of the Treasury, the U.S. Department of Labor, any Company Benefit Plan, any participant in a Company Benefit Plan, or any other party. (c) There do not now exist, and to the knowledge of the Company, there are no existing circumstances that could reasonably be expected to result in, any liabilities under Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code (other than for payments of premium contributions in the ordinary course to the PBGC) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Affiliates has reserved the right to amend, terminate or modify at any time all Company Benefit Plans providing for retiree health or life insurance coverage. (d) As of the date of this Agreement, neither the Company nor any of its Affiliates is a party to any material collective bargaining or other labor union contract applicable to individuals employed by the Company or any of its Affiliates, and no such collective bargaining agreement or other labor union contract is being negotiated by the Company or any of its Affiliates. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (A) there is no labor dispute, strike, slowdown or work stoppage against the Company or any of its Affiliates pending or, to the knowledge of the Company, threatened against the Company or any of its Affiliates, (B) no unfair labor practice or labor charge or complaint is pending, or to the knowledge of the Company, threatened with respect to the Company or any of its Affiliates, and (C) the Company and its Affiliates are in compliance with all applicable laws relating to employment, employment practices, wages, hours, terms and conditions or employment, employment discrimination, disability rights, workers’ compensation, employee leaves, occupational safety and health and the collection and payment of employment taxes. (e) Neither the Company nor any Affiliate of the Company has any potential liability, contingent or otherwise, under the Coal Industry Retiree Health Benefits Act of 1992. Neither the Company nor any entity that was ever an Affiliate of the Company was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with an entity that was ever a party to any collective bargaining agreement or any other agreement with the United Mine Workers of America. (f) Neither the Company nor any Affiliate of the Company has any liability, contingent or otherwise, with respect to a multiemployer plan (as defined in Section 3(37) of ERISA). (g) No Company Benefit Plan provides medical, surgical, hospitalization, pharmaceutical, or life insurance benefits (whether or not insured by a third party) for employees or former employees of the Company or any Affiliate of the Company, for periods extending beyond their retirements or other terminations of service, other than coverage mandated by Section 4980 of the Code or similar State law, and no commitments have been made to provide such coverage. (h) All accrued obligations of the Company and its Affiliates, whether arising by operation of law, contract, or past custom, for compensation and benefits, including, but not limited to, bonuses and accrued vacation, and benefits under Company Benefit Plans, have been paid or adequate accruals for such obligations are reflected on the Company Financial Statements. (i) Section 3.17(i) of the Company Disclosure Schedule sets forth an accurate and complete list of each Company Benefit Plan under which the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event, such as termination of employment), result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director of the Company or any of its Affiliates, or could limit the right of the Company or any of its Affiliates to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust or any material employment agreement or related trust. Except as set forth on Section 3.17(i) of the Company Disclosure Schedule, no amount paid or payable (whether in cash, in property, or in the form of benefits, accelerated cash, property, or benefits, or otherwise) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

Employee Benefit Plans; Labor Matters. (a) With respect to The Company, each material Company Benefit Planof its ERISA Affiliates, and each Restricted Subsidiary is in compliance with the Company has made available (or, if it has not made available, will promptly after the date hereof make available) to Parent a correct applicable provisions of ERISA and complete copy of each writing constituting such Company Benefit Plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code and the related trust regulations and published interpretations thereunder, except as would not reasonably be expected to result in a Material Adverse Effect. No ERISA Events have occurred or are reasonably expected to occur that has not been revokedcould, andin the aggregate, reasonably be expected to result in a Material Adverse Effect. The present value of all benefit liabilities under each Plan (based on the knowledge assumptions used for purposes of Statement of Financial Accounting Standards Nos. 87 and 158, as applicable) did not, as of the Companylast annual valuation date applicable thereto, there are no existing circumstances and no events have occurred that could result in exceed the revocation fair market value of the assets of such favorable determination letterPlan, and the present value of all benefit liabilities of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards Nos. 87 and 158, as applicable) did not, as of the last annual valuation dates applicable thereto, exceed the fair market value of the assets of all such underfunded Plans except in each such case where such underfunding would not reasonably be expected to have a Material Adverse Effect. (b) Except Each Foreign Pension Plan (if any) is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan, except as would not reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Pension Plan (if any), neither the Company nor any Restricted Subsidiary or any of their respective directors, officers, employees or agents has engaged in a transaction which would subject the Company or any Restricted Subsidiary, directly or indirectly, to a tax or civil penalty which would reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect on Effect. With respect to each Foreign Pension Plan (if any), reserves have been established in the Company, (A) each financial statements in respect of the Company Benefit Plans has been operated and administered in all material respects any unfunded liabilities where required in accordance with its terms and applicable law and administrative rules and regulations of any Governmental Authority, including, but not limited to, ERISA and the Code, and (B) there are no pending or, to the knowledge of the Company, threatened claims (other than claims for benefits ordinary accounting practices in the ordinary course), lawsuits, arbitrations or examinations that have been asserted or instituted, and, to the knowledge of the Company, no set of circumstances exists that could give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof jurisdiction in which such Foreign Pension Plan is maintained. The aggregate unfunded liabilities with respect to their duties to the Company Benefit such Foreign Pension Plans or the assets of any of the trusts under any of the Company Benefit Plans that could would not reasonably be expected to result in any material liability a Material Adverse Effect; the present value of the Company or any aggregate accumulated benefit liabilities of its Affiliates all such Foreign Pension Plans (based on those assumptions used to the PBGCfund each such Foreign Pension Plan) did not, the U.S. Department as of the Treasurylast annual valuation date applicable thereto, exceed the U.S. Department of Labor, any Company Benefit Plan, any participant in a Company Benefit Plan, or any other party. (c) There do not now exist, and to the knowledge fair market value of the Company, there are no existing circumstances that could reasonably be expected to result in, any liabilities under Title IV or Section 302 assets of ERISA or Section 412 or 4971 of all such Foreign Pension Plans except in such case where the Code (other than for payments of premium contributions in the ordinary course to the PBGC) that, individually or in the aggregate, could underfunding would not reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Affiliates has reserved the right to amend, terminate or modify at any time all Company Benefit Plans providing for retiree health or life insurance coverageEffect. (dc) As of the date of this AgreementEffective Date or the Closing Date (as applicable), neither the Company nor any of its Affiliates is a party to any there are no material collective bargaining strikes or other labor union contract applicable to individuals employed by lockouts against or affecting the Company or any Subsidiary pending or, to their knowledge, threatened. The hours worked by and payments made to employees of its Affiliatesthe Company and the Subsidiaries are not in violation in any material respect or in respect of any material amount under the Fair Labor Standards Act or any other applicable Federal, and no state, local or foreign law relating to such collective bargaining agreement or other labor union contract is being negotiated by matters. All material payments due from the Company or any of its Affiliates. Except as would notSubsidiary, individually or in the aggregate, reasonably for which any claim may be expected to have a Material Adverse Effect on the Company, (A) there is no labor dispute, strike, slowdown or work stoppage made against the Company or any Subsidiary, on account of its Affiliates pending or, to the knowledge of the Company, threatened against the Company or any of its Affiliates, (B) no unfair labor practice or labor charge or complaint is pending, or to the knowledge of the Company, threatened with respect to the Company or any of its Affiliates, wages and (C) the Company and its Affiliates are in compliance with all applicable laws relating to employment, employment practices, wages, hours, terms and conditions or employment, employment discrimination, disability rights, workers’ compensation, employee leaves, occupational safety and health and the collection welfare insurance and payment of employment taxes. (e) Neither the Company nor any Affiliate of the Company has any potential liability, contingent or otherwise, under the Coal Industry Retiree Health Benefits Act of 1992. Neither the Company nor any entity that was ever an Affiliate of the Company was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with an entity that was ever a party to any collective bargaining agreement or any other agreement with the United Mine Workers of America. (f) Neither the Company nor any Affiliate of the Company has any liability, contingent or otherwise, with respect to a multiemployer plan (as defined in Section 3(37) of ERISA). (g) No Company Benefit Plan provides medical, surgical, hospitalization, pharmaceutical, or life insurance benefits (whether or not insured by a third party) for employees or former employees of the Company or any Affiliate of the Company, for periods extending beyond their retirements or other terminations of service, other than coverage mandated by Section 4980 of the Code or similar State law, and no commitments have been made to provide such coverage. (h) All accrued obligations of the Company and its Affiliates, whether arising by operation of law, contract, or past custom, for compensation and benefits, including, but not limited to, bonuses and accrued vacation, and benefits under Company Benefit Plans, have been paid or adequate accruals for such obligations are reflected accrued as liabilities on the Company Financial Statements. (i) Section 3.17(i) of the Company Disclosure Schedule sets forth an accurate and complete list of each Company Benefit Plan under which the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event, such as termination of employment), result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director books of the Company or any of its Affiliates, or could limit the right of the Company or any of its Affiliates to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust or any material employment agreement or related trust. Except as set forth on Section 3.17(i) of the Company Disclosure Schedule, no amount paid or payable (whether in cash, in property, or in the form of benefits, accelerated cash, property, or benefits, or otherwise) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the CodeSubsidiary.

Employee Benefit Plans; Labor Matters. (a) With respect to each material Company Parent Benefit Plan, the Company Parent has made available (or, if it has not made available, will promptly after the date hereof make available) to Parent the Company a correct and complete copy of each writing constituting such Company Parent Benefit Plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Company Parent Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code and the related trust that has not been revoked, and, to the knowledge of the CompanyParent, there are no existing circumstances and no events have occurred that could result in the revocation of such favorable determination letter. (b) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the CompanyParent, (A) each of the Company Parent Benefit Plans has been operated and administered in all material respects in accordance with its terms and applicable law and administrative rules and regulations of any Governmental Authority, including, but not limited to, ERISA and the Code, and (B) there are no pending or, to the knowledge of the CompanyParent, threatened claims (other than claims for benefits in the ordinary course), lawsuits, arbitrations or examinations that have been asserted or instituted, and, to the knowledge of the CompanyParent, no set of circumstances exists that could give rise to a claim or lawsuit, against the Company Parent Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Parent Benefit Plans or the assets of any of the trusts under any of the Company Parent Benefit Plans that could reasonably be expected to result in any material liability of the Company Parent or any of its Affiliates to the PBGC, the U.S. Department of the Treasury, the U.S. Department of Labor, any Company Parent Benefit Plan, any participant in a Company Parent Benefit Plan, or any other party. (c) There do not now exist, and to the knowledge of the CompanyParent, there are no existing circumstances that could reasonably be expected to result in, any liabilities under Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code (other than for payments of premium contributions in the ordinary course to the PBGC) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the CompanyParent. The Company Parent and each of its Affiliates has reserved the right to amend, terminate or modify at any time all Company Parent Benefit Plans providing for retiree health or life insurance coverage. (d) As of the date of this Agreement, neither the Company Parent nor any of its Affiliates is a party to any material collective bargaining or other labor union contract applicable to individuals employed by the Company Parent or any of its Affiliates, and no such collective bargaining agreement or other labor union contract is being negotiated by the Company Parent or any of its Affiliates. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyParent, (A) there is no labor dispute, strike, slowdown or work stoppage against the Company Parent or any of its Affiliates pending or, to the knowledge of the CompanyParent, threatened against the Company Parent or any of its Affiliates, (B) no unfair labor practice or labor charge or complaint is pending, or to the knowledge of the CompanyParent, threatened with respect to the Company Parent or any of its Affiliates, and (C) the Company Parent and its Affiliates are in compliance with all applicable laws relating to employment, employment practices, wages, hours, terms and conditions or employment, employment discrimination, disability rights, workers’ compensation, employee leaves, occupational safety and health and the collection and payment of employment taxes. (e) Neither the Company Parent nor any Affiliate of the Company Parent has any potential liability, contingent or otherwise, under the Coal Industry Retiree Health Benefits Act of 1992. Neither the Company Parent nor any entity that was ever an Affiliate of the Company Parent was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with an entity that was ever a party to any collective bargaining agreement or any other agreement with the United Mine Workers of America. (f) Neither the Company Parent nor any Affiliate of the Company Parent has any liability, contingent or otherwise, with respect to a multiemployer plan (as defined in Section 3(37) of ERISA). (g) No Company Parent Benefit Plan provides medical, surgical, hospitalization, pharmaceutical, or life insurance benefits (whether or not insured by a third party) for employees or former employees of the Company Parent or any Affiliate of the CompanyParent, for periods extending beyond their retirements or other terminations of service, other than coverage mandated by Section 4980 of the Code or similar State law, and no commitments have been made to provide such coverage. (h) All accrued obligations of the Company Parent and its Affiliates, whether arising by operation of law, contract, or past custom, for compensation and benefits, including, but not limited to, bonuses and accrued vacation, and benefits under Company Parent Benefit Plans, have been paid or adequate accruals for such obligations are reflected on the Company Parent Financial Statements. (i) Section 3.17(i4.17(i) of the Company Parent Disclosure Schedule sets forth an accurate and complete list of each Company Parent Benefit Plan under which the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event, such as termination of employment), result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director of the Company Parent or any of its Affiliates, or could limit the right of the Company Parent or any of its Affiliates to amend, merge, terminate or receive a reversion of assets from any Company Parent Benefit Plan or related trust or any material employment agreement or related trust. Except as set forth on Section 3.17(i) of the Company Disclosure Schedule, no amount paid or payable (whether in cash, in property, or in the form of benefits, accelerated cash, property, or benefits, or otherwise) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

Employee Benefit Plans; Labor Matters. (a) With respect to The Borrower, each material Company Benefit Planof its ERISA Affiliates, each Restricted Subsidiary, and each Plan is in compliance with the Company has made available (or, if it has not made available, will promptly after the date hereof make available) to Parent a correct applicable provisions of ERISA and complete copy of each writing constituting such Company Benefit Plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code and the related trust that has not been revokedregulations and published interpretations thereunder, and, to the knowledge of the Company, there are no existing circumstances and no events have occurred that could result in the revocation of such favorable determination letter. (b) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company, (A) each of the Company Benefit Plans has been operated and administered in all material respects in accordance with its terms and applicable law and administrative rules and regulations of any Governmental Authority, including, but not limited to, ERISA and the Code, and (B) there are no pending or, to the knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), lawsuits, arbitrations or examinations that have been asserted or instituted, and, to the knowledge of the Company, no set of circumstances exists that could give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts under any of the Company Benefit Plans that could reasonably be expected to result in any material liability of the Company or any of its Affiliates to the PBGC, the U.S. Department of the Treasury, the U.S. Department of Labor, any Company Benefit Plan, any participant in a Company Benefit Plan, or any other party. (c) There do not now exist, and to the knowledge of the Company, there are no existing circumstances that could reasonably be expected to result in, any liabilities under Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code (other than for payments of premium contributions in the ordinary course to the PBGC) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Affiliates has reserved the right to amend, terminate or modify at any time all Company Benefit Plans providing for retiree health or life insurance coverage. (d) As of the date of this Agreement, neither the Company nor any of its Affiliates is a party to any material collective bargaining or other labor union contract applicable to individuals employed by the Company or any of its Affiliates, and no such collective bargaining agreement or other labor union contract is being negotiated by the Company or any of its Affiliates. Except except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No ERISA Events have occurred or are reasonably expected to occur that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The present value of all benefit liabilities under each Plan (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, individually or in the aggregate, as of the last annual valuation date applicable thereto, exceed the fair market value of the assets of such Plan or of all underfunded Plans (as applicable) by an amount that, if required to be paid as of such date by the Borrower or its ERISA Affiliates, would reasonably be expected to have a Material Adverse Effect Effect. (b) As of the Restatement Effective Date, there are no strikes or lockouts against or affecting the Borrower or any Restricted Subsidiary pending or, to their knowledge, threatened. The hours worked by and payments made to employees of the Borrower and the Restricted Subsidiaries are not in violation in any material respect or in respect of any material amount under the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Borrower or any Restricted Subsidiary, or for which any claim may be made against the Borrower or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the Company, books of the Borrower or such Restricted Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any Restricted Subsidiary is bound. (Ac) there is no labor dispute, strike, slowdown or work stoppage against None of the Company Borrower or any of its Affiliates pending or, to the knowledge of the Company, threatened against the Company or any of its Affiliates, (B) no unfair labor practice or labor charge or complaint Subsidiaries is pending, or to the knowledge of the Company, threatened with respect to the Company or any of its Affiliates, and (C) the Company and its Affiliates are in compliance with all applicable laws relating to employment, employment practices, wages, hours, terms and conditions or employment, employment discrimination, disability rights, workers’ compensation, employee leaves, occupational safety and health and the collection and payment of employment taxes. (e) Neither the Company nor any Affiliate of the Company has any potential liability, contingent or otherwise, under the Coal Industry Retiree Health Benefits Act of 1992. Neither the Company nor any entity that was ever an Affiliate of the Company was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with an entity that was ever a party deemed to any collective bargaining agreement or any other agreement with hold “plan assets” (within the United Mine Workers meaning of America. (f) Neither the Company nor any Affiliate of the Company has any liability29 CFR § 2510.3-101, contingent or otherwise, with respect to a multiemployer plan (as defined in modified by Section 3(373(42) of ERISA). (g) No Company Benefit Plan provides medical, surgical, hospitalization, pharmaceutical, or life insurance benefits (whether or not insured by a third party) for employees or former employees of the Company or any Affiliate of the Company, for periods extending beyond their retirements or other terminations of service, other than coverage mandated by Section 4980 of the Code or similar State law, and no commitments have been made to provide such coverage. (h) All accrued obligations of the Company and its Affiliates, whether arising by operation of law, contract, or past custom, for compensation and benefits, including, but not limited to, bonuses and accrued vacation, and benefits under Company Benefit Plans, have been paid or adequate accruals for such obligations are reflected on the Company Financial Statements. (i) Section 3.17(i) of the Company Disclosure Schedule sets forth an accurate and complete list of each Company Benefit Plan under which the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event, such as termination of employment), result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director of the Company or any of its Affiliates, or could limit the right of the Company or any of its Affiliates to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust or any material employment agreement or related trust. Except as set forth on Section 3.17(i) of the Company Disclosure Schedule, no amount paid or payable (whether in cash, in property, or in the form of benefits, accelerated cash, property, or benefits, or otherwise) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

Employee Benefit Plans; Labor Matters. (a) With respect to The Borrower, each material Company Benefit Planof its ERISA Affiliates, each Restricted Subsidiary, and each Plan is in compliance with the Company has made available (or, if it has not made available, will promptly after the date hereof make available) to Parent a correct applicable provisions of ERISA and complete copy of each writing constituting such Company Benefit Plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code and the related trust that has not been revokedregulations and published interpretations thereunder, and, to the knowledge of the Company, there are no existing circumstances and no events have occurred that could result in the revocation of such favorable determination letter. (b) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company, (A) each of the Company Benefit Plans has been operated and administered in all material respects in accordance with its terms and applicable law and administrative rules and regulations of any Governmental Authority, including, but not limited to, ERISA and the Code, and (B) there are no pending or, to the knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), lawsuits, arbitrations or examinations that have been asserted or instituted, and, to the knowledge of the Company, no set of circumstances exists that could give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts under any of the Company Benefit Plans that could reasonably be expected to result in any material liability of the Company or any of its Affiliates to the PBGC, the U.S. Department of the Treasury, the U.S. Department of Labor, any Company Benefit Plan, any participant in a Company Benefit Plan, or any other party. (c) There do not now exist, and to the knowledge of the Company, there are no existing circumstances that could reasonably be expected to result in, any liabilities under Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code (other than for payments of premium contributions in the ordinary course to the PBGC) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Affiliates has reserved the right to amend, terminate or modify at any time all Company Benefit Plans providing for retiree health or life insurance coverage. (d) As of the date of this Agreement, neither the Company nor any of its Affiliates is a party to any material collective bargaining or other labor union contract applicable to individuals employed by the Company or any of its Affiliates, and no such collective bargaining agreement or other labor union contract is being negotiated by the Company or any of its Affiliates. Except except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No ERISA Events have occurred or are reasonably expected to occur that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The present value of all benefit liabilities under each Plan (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, individually or in the aggregate, as of the last annual valuation date applicable thereto, exceed the fair market value of the assets of such Plan or of all underfunded Plans (as applicable) by an amount that, if required to be paid as of such date by the Borrower or its ERISA Affiliates, would reasonably be expected to have a Material Adverse Effect on Effect. (b) As of the CompanyEffective Date, (A) there is are no labor dispute, strike, slowdown strikes or work stoppage lockouts against or affecting the Company Borrower or any of its Affiliates Restricted Subsidiary pending or, to the knowledge their knowledge, threatened. The hours worked by and payments made to employees of the Company, threatened against the Company or any of its Affiliates, (B) no unfair labor practice or labor charge or complaint is pending, or to the knowledge of the Company, threatened with respect to the Company or any of its Affiliates, and (C) the Company and its Affiliates are in compliance with all applicable laws relating to employment, employment practices, wages, hours, terms and conditions or employment, employment discrimination, disability rights, workers’ compensation, employee leaves, occupational safety and health Borrower and the collection and payment Restricted Subsidiaries are not in violation in any material respect or in respect of employment taxes. (e) Neither the Company nor any Affiliate of the Company has any potential liability, contingent or otherwise, material amount under the Coal Industry Retiree Health Benefits Fair Labor Standards Act of 1992. Neither the Company nor any entity that was ever an Affiliate of the Company was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with an entity that was ever a party to any collective bargaining agreement or any other agreement with applicable Federal, state, local or foreign law relating to such matters. All material payments due from the United Mine Workers of America. (f) Neither the Company nor Borrower or any Affiliate of the Company has any liability, contingent or otherwise, with respect to a multiemployer plan (as defined in Section 3(37) of ERISA). (g) No Company Benefit Plan provides medical, surgical, hospitalization, pharmaceuticalRestricted Subsidiary, or life insurance benefits (whether or not insured by a third party) for employees or former employees of which any claim may be made against the Company Borrower or any Affiliate Restricted Subsidiary, on account of the Company, for periods extending beyond their retirements or wages and employee health and welfare insurance and other terminations of service, other than coverage mandated by Section 4980 of the Code or similar State law, and no commitments have been made to provide such coverage. (h) All accrued obligations of the Company and its Affiliates, whether arising by operation of law, contract, or past custom, for compensation and benefits, including, but not limited to, bonuses and accrued vacation, and benefits under Company Benefit Plans, have been paid or adequate accruals for such obligations are reflected accrued as liabilities on the Company Financial Statements. (i) Section 3.17(i) books of the Company Disclosure Schedule sets forth an accurate and complete list Borrower or such Restricted Subsidiary. The consummation of each Company Benefit Plan the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event, such as termination of employment), result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director of the Company Borrower or any of its Affiliates, or could limit the right of the Company or any of its Affiliates to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust or any material employment agreement or related trust. Except as set forth on Section 3.17(i) of the Company Disclosure Schedule, no amount paid or payable (whether in cash, in property, or in the form of benefits, accelerated cash, property, or benefits, or otherwise) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the CodeRestricted Subsidiary is bound.

Employee Benefit Plans; Labor Matters. (a) With respect to The Borrower, each material Company Benefit Planof its ERISA Affiliates, and each Subsidiary is in compliance with the Company has made available (or, if it has not made available, will promptly after the date hereof make available) to Parent a correct applicable provisions of ERISA and complete copy of each writing constituting such Company Benefit Plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code and the related trust regulations and published interpretations thereunder, except as could not reasonably be expected to result in a Material Adverse Effect. No ERISA Events have occurred or are reasonably expected to occur that has not been revokedcould, andin the aggregate, reasonably be expected to result in a Material Adverse Effect. The present value of all benefit liabilities under each Plan (based on the knowledge assumptions used for purposes of Statement of Financial Accounting Standards Nos. 87 and 158, as applicable) did not, as of the Companylast annual valuation date applicable thereto, there are no existing circumstances and no events have occurred that could result in exceed the revocation fair market value of the assets of such favorable determination letterPlan, and the present value of all benefit liabilities of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards Nos. 87 and 158, as applicable) did not, as of the last annual valuation dates applicable thereto, exceed the fair market value of the assets of all such underfunded Plans except in each such case where such underfunding could not reasonably be expected to have a Material Adverse Effect. (b) Except Each Foreign Pension Plan is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan, except as could not reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Pension Plan, neither the Borrower nor any Subsidiary or any of their respective directors, officers, employees or agents has engaged in a transaction which would not subject the Borrower or any Subsidiary, directly or indirectly, to a tax or civil penalty which could reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect on Effect. With respect to each Foreign Pension Plan, reserves have been established in the Company, (A) each financial statements in respect of the Company Benefit Plans has been operated and administered in all material respects any unfunded liabilities in accordance with its terms and applicable law and administrative rules and regulations of any Governmental Authority, including, but not limited to, ERISA and the Code, and (B) there are no pending prudent business practice or, to the knowledge of the Companywhere required, threatened claims (other than claims for benefits in accordance with ordinary accounting practices in the ordinary course), lawsuits, arbitrations or examinations that have been asserted or instituted, and, to the knowledge of the Company, no set of circumstances exists that could give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof jurisdiction in which such Foreign Pension Plan is maintained. The aggregate unfunded liabilities with respect to their duties to the Company Benefit such Foreign Pension Plans or the assets of any of the trusts under any of the Company Benefit Plans that could not reasonably be expected to result in any material liability a Material Adverse Effect; the present value of the Company or any aggregate accumulated benefit liabilities of its Affiliates all such Foreign Pension Plans (based on those assumptions used to the PBGCfund each such Foreign Pension Plan) did not, the U.S. Department as of the Treasurylast annual valuation date applicable thereto, exceed the U.S. Department of Labor, any Company Benefit Plan, any participant in a Company Benefit Plan, or any other party. (c) There do not now exist, and to the knowledge fair market value of the Company, there are no existing circumstances that assets of all such Foreign Pension Plans except in such case where the underfunding could reasonably be expected to result in, any liabilities under Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code (other than for payments of premium contributions in the ordinary course to the PBGC) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Affiliates has reserved the right to amend, terminate or modify at any time all Company Benefit Plans providing for retiree health or life insurance coverageEffect. (dc) As of the date of this AgreementEffective Date, neither there are no material strikes or lockouts against or affecting the Company nor any of its Affiliates is a party to any material collective bargaining or other labor union contract applicable to individuals employed by the Company Borrower or any of its Affiliates, and no such collective bargaining agreement or other labor union contract is being negotiated by the Company or any of its Affiliates. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (A) there is no labor dispute, strike, slowdown or work stoppage against the Company or any of its Affiliates Subsidiary pending or, to the knowledge their knowledge, threatened. The hours worked by and payments made to employees of the Company, threatened against the Company or any of its Affiliates, (B) no unfair labor practice or labor charge or complaint is pending, or to the knowledge of the Company, threatened with respect to the Company or any of its Affiliates, and (C) the Company and its Affiliates are in compliance with all applicable laws relating to employment, employment practices, wages, hours, terms and conditions or employment, employment discrimination, disability rights, workers’ compensation, employee leaves, occupational safety and health Borrower and the collection and payment Subsidiaries are not in violation in any material respect or in respect of employment taxes. (e) Neither the Company nor any Affiliate of the Company has any potential liability, contingent or otherwise, material amount under the Coal Industry Retiree Health Benefits Fair Labor Standards Act of 1992. Neither the Company nor any entity that was ever an Affiliate of the Company was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with an entity that was ever a party to any collective bargaining agreement or any other agreement with applicable Federal, state, local or foreign law relating to such matters. All material payments due from the United Mine Workers of America. (f) Neither the Company nor Borrower or any Affiliate of the Company has any liability, contingent or otherwise, with respect to a multiemployer plan (as defined in Section 3(37) of ERISA). (g) No Company Benefit Plan provides medical, surgical, hospitalization, pharmaceuticalSubsidiary, or life insurance benefits (whether or not insured by a third party) for employees or former employees of which any claim may be made against the Company Borrower or any Affiliate Subsidiary, on account of the Company, for periods extending beyond their retirements or wages and employee health and welfare insurance and other terminations of service, other than coverage mandated by Section 4980 of the Code or similar State law, and no commitments have been made to provide such coverage. (h) All accrued obligations of the Company and its Affiliates, whether arising by operation of law, contract, or past custom, for compensation and benefits, including, but not limited to, bonuses and accrued vacation, and benefits under Company Benefit Plans, have been paid or adequate accruals for such obligations are reflected accrued as liabilities on the Company Financial Statements. (i) Section 3.17(i) books of the Company Disclosure Schedule sets forth an accurate and complete list of each Company Benefit Plan under which the execution and delivery of this Agreement Borrower or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event, such as termination of employment), result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director of the Company or any of its Affiliates, or could limit the right of the Company or any of its Affiliates to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust or any material employment agreement or related trust. Except as set forth on Section 3.17(i) of the Company Disclosure Schedule, no amount paid or payable (whether in cash, in property, or in the form of benefits, accelerated cash, property, or benefits, or otherwise) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the CodeSubsidiary.

Employee Benefit Plans; Labor Matters. (a) With respect to each material Company Benefit Plan, the Company has made available (or, if it has There does not made available, will promptly after the date hereof make available) to Parent a correct and complete copy of each writing constituting such Company Benefit Plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code and the related trust that has not been revoked, now exist any and, to the knowledge of the CompanyFEI, there are no existing circumstances and no events have occurred that could reasonably be expected to result in, any Controlled Group Liability to FEI or any of its Subsidiaries that, individually or in the revocation aggregate, would reasonably be expected to have a Material Adverse Effect on FEI. No FEI Benefit Plan is (i) a "multiemployer plan" within the meaning of such favorable determination letterSection 4001(a)(3) of ERISA, (ii) a "multiple employer plan" as defined in ERISA or the Code, or (iii) a "funded welfare plan" within the meaning of Section 419 of the Code. None of the FEI Benefit Plans provides for any welfare or other non-pension benefits to retired or former employees, except to the extent required by the continuation coverage requirements of Section 601 et. seq. of ERISA, Section 4980B of the Code or similar state law. (b) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the CompanyFEI, (Ai) each of the Company FEI Benefit Plans has been operated and administered in all material respects in accordance with its terms and applicable law and administrative rules and regulations of any Governmental Authority, including, but not limited to, ERISA and the Code, and (Bii) there are no pending or, to the knowledge of the CompanyFEI, threatened Threatened claims (other than claims for benefits in the ordinary course), lawsuits, lawsuits or arbitrations or examinations that have been asserted or instituted, and, to the knowledge of the CompanyFEI, no set of circumstances exists exists, that could may reasonably give rise to a claim or lawsuit, against the Company FEI Benefit Plans, any fiduciaries thereof with respect to their duties to the Company FEI Benefit Plans or the assets of any of the trusts under any of the Company FEI Benefit Plans that could reasonably be expected to result in any material liability of the Company FEI or any of its Affiliates Subsidiaries to the PBGC, the U.S. Department of the Treasury, the U.S. Department of Labor, any Company FEI Benefit Plan, any participant in a Company FEI Benefit Plan, or any other party. There are no unpaid contributions due prior to the date hereof with respect to any FEI Benefit Plan that are required to have been made under its terms and provisions, any related insurance contract or any applicable law. (c) There do not now exist, and to the knowledge of the Company, there are no existing circumstances that could reasonably be expected to result in, any liabilities under Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code (other than for payments of premium contributions in the ordinary course to the PBGC) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Affiliates has reserved the right to amend, terminate or modify at any time all Company Benefit Plans providing for retiree health or life insurance coverage. (d) As of the date of this Agreement, neither the Company Neither FEI nor any Subsidiary of its Affiliates FEI is a party to any material collective bargaining or other labor union contract applicable to individuals employed by the Company FEI or any Subsidiary of its AffiliatesFEI, and no such collective bargaining agreement or other labor union contract is being negotiated by the Company FEI or any Subsidiary of its AffiliatesFEI. Except as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on the CompanyFEI, (Ai) there is no labor dispute, strike, slowdown or work stoppage against the Company FEI or any Subsidiary of its Affiliates FEI pending or, to the knowledge of the CompanyFEI, threatened Threatened against the Company FEI or any Subsidiary of its Affiliates, FEI and (Bii) no unfair labor practice or labor charge or complaint is pending, or to the knowledge of the Company, threatened has occurred with respect to the Company FEI or any Subsidiary of its Affiliates, and (C) the Company and its Affiliates are in compliance with all applicable laws relating to employment, employment practices, wages, hours, terms and conditions or employment, employment discrimination, disability rights, workers’ compensation, employee leaves, occupational safety and health and the collection and payment of employment taxesFEI. (ed) Neither the Company nor any Affiliate of the Company has any potential liability, contingent or otherwise, under the Coal Industry Retiree Health Benefits Act of 1992. Neither the Company nor any entity that was ever an Affiliate of the Company was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with an entity that was ever a party to any collective bargaining agreement or any other agreement with the United Mine Workers of America. (f) Neither the Company nor any Affiliate of the Company has any liability, contingent or otherwise, with respect to a multiemployer plan (as defined in Section 3(37) of ERISA). (g) No Company Benefit Plan provides medical, surgical, hospitalization, pharmaceutical, or life insurance benefits (whether or not insured by a third party) for employees or former employees of the Company or any Affiliate of the Company, for periods extending beyond their retirements or other terminations of service, other than coverage mandated by Section 4980 of the Code or similar State law, and no commitments have been made to provide such coverage. (h) All accrued obligations of the Company and its Affiliates, whether arising by operation of law, contract, or past custom, for compensation and benefits, including, but not limited to, bonuses and accrued vacation, and benefits under Company Benefit Plans, have been paid or adequate accruals for such obligations are reflected on the Company Financial Statements. (i) Section 3.17(i) of the Company Disclosure Schedule sets forth an accurate and complete list of each Company Benefit Plan under which the execution and delivery of this Merger Agreement or nor the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event, such as termination of employment), ) will (i) result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, in any payment or benefit (including, without limitation, option acceleration, severance, unemployment compensation, "excess parachute payment" (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any employeedirector, officer consultant or director any current or former employee of FEI or any Subsidiaries of FEI under any FEI consultant Benefit Plan or otherwise; (ii) increase any benefits otherwise payable under any FEI Benefit Plan; (iii) result in any acceleration of the Company time of payment or vesting of any such benefits; (iv) require the funding of its Affiliates, any trust or could other funding vehicle; or (v) limit or prohibit the right of the Company or any of its Affiliates ability to amend, merge, terminate or receive a reversion of assets from any Company FEI Benefit Plan or related trust trust. (e) There has been no disallowance of a deduction, or any material employment agreement or related trust. Except as set forth on reasonable expectation of a disallowance of a deduction, under Section 3.17(i162(m) of the Company Disclosure Schedule, no Code for employee compensation of any amount paid or payable (whether in cashby FEI or any Subsidiary of FEI that, in property, either individually or in the form aggregate, would reasonably be expected to have a Material Adverse Effect on FEI. (f) Section 3.12(f) of the FEI Disclosure Schedule sets forth a list of each material FEI Benefit Plan. (g) FEI has heretofore made available to Veeco true and complete copies of each of the FEI Benefit Plans (and all related trust agreements, insurance contracts and other ancillary documents) and, to the extent applicable, (i)the actuarial report for such FEI Benefit Plan for each of the last two years, (ii)the most recent determination letter from the IRS for such FEI Benefit Plan, (iii)the summary plan description for such FEI Benefit Plan, and (iv)the Form 5500 for such FEI Benefit Plan for each of the last two years, and all schedules thereto. Since the date of the documents made available, there has not been any material change in the assets or liabilities of any of the FEI Benefit Plans or any change in their terms and operations that could reasonably be expected to affect or alter the tax status or materially affect the cost of maintaining such Plan, and none of the FEI Benefit Plans has been or will be amended prior to the Closing Date to the extent such amendment will materially affect the cost of maintaining such Plans. Each of the FEI Benefit Plans can be amended, modified or terminated by FEI or a Subsidiary of FEI within a period of 30 days, without payment of any additional compensation or amount or the additional vesting or acceleration of any such benefits, accelerated cash, property, except to the extent that such vesting is required under the Code upon the complete or benefits, or otherwise) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result partial termination of such transactions in conjunction with any other event) will FEI Benefit Plan intended to be an “excess parachute payment” qualified within the meaning of Section 280G 401(a) of the Code. (h) Each FEI Benefit Plan that is intended to be qualified under Section 401 of the Code has received a favorable determination letter from the IRS as to the qualification of such plan (or is a prototype plan entitled to rely on a favorable determination, opinion or advisory letter issued to the prototype sponsor), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to receive such a determination. For each FEI Benefit Plan that has received such a determination, such letter has not been modified, revoked or limited by the failure to satisfy any condition thereof or by a subsequent amendment thereto, or failure to amend such FEI Benefit Plan. (i) Except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on FEI, no individual who has been classified by FEI as a non-employee (such as an independent contractor, leased employee or consultant) would reasonably be expected to have a claim against FEI for eligibility to participate in any FEI Benefit Plan, if such individual is later reclassified as a FEI employee. (j) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on FEI, all FEI Benefit Plans subject to the laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) if they are intended to qualify for special tax treatment meet all requirements for such treatment, and (iii) if they are intended to be funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Benefit Plans; Labor Matters. (a) Section 4.17 of the Company Disclosure Schedule contains a correct and complete list identifying each written and unwritten Employee Plan of the Company. Copies of such Employee Plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof, and a written description of any such Employee Plan that is not set forth in a written document, have been made available to Parent. With respect to each material Company Benefit such Employee Plan, the Company has most recent annual report (including all attachments thereto), all discrimination tests for the past year, and all material correspondence to or from any Governmental Authority received in the past three years have been made available to Parent. (orb) Neither the Company nor any ERISA Affiliate nor any predecessor thereof sponsors, if it maintains or contributes to, or has not made availablein the past sponsored, will promptly after maintained or contributed to, any Employee Plan subject to Title IV of ERISA. (c) Neither the date hereof make availableCompany nor any ERISA Affiliate nor any predecessor thereof contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) to Parent a correct and complete copy of each writing constituting such ERISA. (d) Each Employee Plan of the Company Benefit Plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of under Section 401(a) of the Code and the related trust that has not been revoked, and, to the knowledge of the Company, there are no existing circumstances and no events have occurred that could result in the revocation of such received a favorable determination letter. , or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service, or is within the applicable remedial amendment period (bas defined in Section 401(b) Except as would of the Code) for such Employee Plan and the Company is not reasonably aware of any reason why any such determination letter should be expected, individually revoked or in not be issued. The Company has made available to Parent copies of the aggregate, most recent Internal Revenue Service determination letters with respect to have a Material Adverse Effect on the Company, (A) each such Employee Plan. Each Employee Plan of the Company Benefit Plans has been operated and administered maintained in all material respects in accordance compliance with its terms and with the requirements prescribed by any Applicable Law, applicable law and administrative rules and regulations of any Governmental Authority, including, but not limited to, ERISA and to such Employee Plan. (e) The consummation by the Code, and (B) there are no pending or, to the knowledge Company of the Company, threatened claims transactions contemplated by this Agreement (alone or together with any other than claims for benefits in the ordinary course), lawsuits, arbitrations event) will not entitle any employee or examinations that have been asserted or instituted, and, to the knowledge of the Company, no set of circumstances exists that could give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts under any of the Company Benefit Plans that could reasonably be expected to result in any material liability independent contractor of the Company or any of its Affiliates Subsidiaries to severance pay or accelerate the PBGCtime of payment or vesting or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits under, increase the U.S. Department of the Treasury, the U.S. Department of Laboramount payable or trigger any other material obligation pursuant to, any Company Benefit Plan, any participant in a Company Benefit Plan, or any other party. (c) There do not now exist, and to the knowledge Employee Plan of the Company, there are . There is no existing circumstances that could reasonably be expected to result in, Employee Plan covering any liabilities under Title IV employee or Section 302 of ERISA or Section 412 or 4971 former employee of the Code (other than for payments Company or any of premium contributions in the ordinary course its Subsidiaries who is or reasonably could be subject to the PBGC) United States taxes that, individually or in the aggregatecollectively, could reasonably give rise to the payment as a result of the transactions contemplated by this Agreement of any amount that would not be expected to have a Material Adverse Effect on deductible by the Company. The Company and each or such Subsidiary by reason of its Affiliates has reserved Section 280G of the right to amend, terminate or modify at any time all Company Benefit Plans providing for retiree health or life insurance coverageCode. (df) As of Except as set forth or adequately provided for in the date of this AgreementCompany Balance Sheet or not required to be set forth on the Company Balance Sheet under GAAP consistently applied, neither the Company nor any of its Affiliates Subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees of the Company or its Subsidiaries except as required to avoid excise tax under Applicable Law. (g) No material action, suit or claim (excluding claims for benefits incurred in the ordinary course) has been brought or is pending or, to the Knowledge of the Company, threatened against or with respect to any Employee Plan of the Company or the assets or any fiduciary thereof (in that Person’s capacity as a fiduciary of such Employee Plan). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by any Governmental Authority with respect to any Employee Plan of the Company. (h) Neither the Company nor any of its Subsidiaries is a party to or (beyond the minimum benefits and working conditions required by Israeli law or pursuant to extension orders generally applicable to employees in similar companies in Israel, which extension orders are listed in Section 4.17(h) of the Company Disclosure Schedule) subject to, or is currently negotiating in connection with entering into, any material collective bargaining agreement or other contract or understanding with a labor union or organization, and (i) to the Knowledge of the Company, there are no organizational campaigns, petitions, or other labor union contract applicable to individuals employed by organization activities which would affect the Company or any of its Affiliates, and no such collective bargaining agreement or other labor union contract is being negotiated by the Company or any of its Affiliates. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySubsidiaries, (A) there is ii)there are no labor disputestrikes, strikeslowdowns, slowdown or work stoppage against the Company or any of its Affiliates stoppages pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its AffiliatesSubsidiaries, and (Biii) no unfair labor practice or labor charge or complaint is pending, or the Company and the Subsidiaries are in material compliance with all laws relating to the knowledge employment of labor, including those related to wages, hours, and withholding of taxes, with such exceptions, in the Companycase of each of clauses (i) and (iii) above, threatened with respect as would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has effectuated (x) a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) (or any similar state, local or foreign law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its AffiliatesSubsidiaries, or (y) a “mass layoff” as defined in the WARN Act (or any similar state, local or foreign law). (i) The Company has furnished to Parent a true and correct list of (i) all employees resident or working in Israel (“Israeli Employees”), and (Cii) all of the Israeli Employees who are not subject to termination upon up to thirty (30) days prior written notice under the termination notice provisions included in employment agreements or applicable law. The Company’s obligations to provide statutory severance pay to the Israeli Employees pursuant to the Severance Pay Law, 1963 are fully funded or accrued on the Company’s financial statements and the Company has not invoked the provisions of Section 14 of the Severance Pay Law with respect to such statutory severance pay. To Company’s knowledge, there are no circumstances that could give rise to any valid claim by a current or former Israeli Employee for compensation on termination of employment (beyond the statutory severance pay to which employees are entitled). All amounts that the Company is legally or contractually required either (i) to deduct from the Israeli Employees’ salaries or to transfer to the Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (ii) to withhold from the Israeli Employees’ salaries and benefits and to pay to any Governmental Authority as required by the Ordinance and/or the National Insurance Law, or otherwise, have, in each case, been duly deducted, transferred, withheld and paid, and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment; and (iii) the Company and its Affiliates are is in compliance in all material respects with all applicable laws legal requirements and contracts relating to employment, employment practices, wages, hours, bonuses and other compensation matters and terms and conditions or employment, employment discrimination, disability rights, workers’ compensation, employee leaves, occupational safety and health and the collection and payment of employment taxes. (e) Neither related to the Company nor any Affiliate of the Company has any potential liabilityIsraeli Employees, contingent or otherwise, under the Coal Industry Retiree Health Benefits Act of 1992. Neither the Company nor any entity that was ever an Affiliate of the Company was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with an entity that was ever a party to any collective bargaining agreement or any other agreement with the United Mine Workers of America. (f) Neither the Company nor any Affiliate of the Company has any liability, contingent or otherwise, with respect to a multiemployer plan (as defined in Section 3(37) of ERISA). (g) No Company Benefit Plan provides medical, surgical, hospitalization, pharmaceutical, or life insurance benefits (whether or not insured by a third party) for employees or former employees of the Company or any Affiliate of the Company, for periods extending beyond their retirements or other terminations of service, other than coverage mandated by Section 4980 of the Code or similar State law, and no commitments have been made to provide such coverage. (h) All accrued obligations of the Company and its Affiliates, whether arising by operation of law, contract, or past custom, for compensation and benefits, including, including but not limited toto The Prior Notice to the Employee Law, bonuses 2002, The Notice to Employee (Terms of Employment) Law, 2002, The Prevention of Sexual Harassment Law, 1998, the Hours of Work and accrued vacationRest Law, 1951, the Annual Leave Law, 1951, and The Employment by Human Resource Contractors Law, 1996. The Company has not engaged any Israeli Employees whose employment would require special licenses or permits. There are no unwritten policies or customs that, by extension, could entitle Israeli Employees to benefits under in addition to what they are entitled by law (including unwritten customs concerning the payment of statutory severance pay when it is not legally required). The Company Benefit Plans, have been paid or adequate accruals for such obligations are reflected on the Company Financial Statements. (i) Section 3.17(i) has furnished to Parent a correct and complete summary of the Israeli Employees’ salaries and material compensation entitlements. The Company Disclosure Schedule sets forth an accurate and complete list has furnished to Parent (a) copies of each Company Benefit Plan under which the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction all material agreements with any other event, such as termination of employment), result in, cause the accelerated vesting, funding or delivery ofIsraeli human resource contractors, or increase with Israeli consultants, sub-contractors or freelancers; and (b) copies of material manuals and material written policies relating to the amount or value of, any payment or benefit to any employee, officer or director employment of the Company or any of its Affiliates, or could limit the right of the Company or any of its Affiliates to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust or any material employment agreement or related trust. Except as set forth on Section 3.17(i) of the Company Disclosure Schedule, no amount paid or payable (whether in cash, in property, or in the form of benefits, accelerated cash, property, or benefits, or otherwise) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the CodeIsraeli Employees.

Employee Benefit Plans; Labor Matters. (a) With respect to The Company, each material Company Benefit Planof its ERISA Affiliates, and each Restricted Subsidiary is in compliance with the Company has made available (or, if it has not made available, will promptly after the date hereof make available) to Parent a correct applicable provisions of ERISA and complete copy of each writing constituting such Company Benefit Plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code and the related trust regulations and published interpretations thereunder, except as would not reasonably be expected to result in a Material Adverse Effect. No ERISA Events have occurred or are reasonably expected to occur that has not been revokedcould, andin the aggregate, reasonably be expected to result in a Material Adverse Effect. The present value of all benefit liabilities under each Plan (based on the knowledge assumptions used for purposes of Statement of Financial Accounting Standards Nos. 87 and 158, as applicable) did not, as of the Companylast annual valuation date applicable thereto, there are no existing circumstances and no events have occurred that could result in exceed the revocation fair market value of the assets of such favorable determination letterPlan, and the present value of all benefit liabilities of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards Nos. 87 and 158, as applicable) did not, as of the last annual valuation dates applicable thereto, exceed the fair market value of the assets of all such underfunded Plans except in each such case where such underfunding would not reasonably be expected to have a Material Adverse Effect. (b) Except Each Foreign Pension Plan (if any) is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan, except as would not reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Pension Plan (if any), neither the Company nor any Restricted Subsidiary or any of their respective directors, officers, employees or agents has engaged in a transaction which would subject the Company or any Restricted Subsidiary, directly or indirectly, to a tax or civil penalty which would reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect on Effect. With respect to each Foreign Pension Plan (if any), reserves have been established in the Company, (A) each financial statements in respect of the Company Benefit Plans has been operated and administered in all material respects any unfunded liabilities where required in accordance with its terms and applicable law and administrative rules and regulations of any Governmental Authority, including, but not limited to, ERISA and the Code, and (B) there are no pending or, to the knowledge of the Company, threatened claims (other than claims for benefits ordinary accounting practices in the ordinary course), lawsuits, arbitrations or examinations that have been asserted or instituted, and, to the knowledge of the Company, no set of circumstances exists that could give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof jurisdiction in which such Foreign Pension Plan is maintained. The aggregate unfunded liabilities with respect to their duties to the Company Benefit such Foreign Pension Plans or the assets of any of the trusts under any of the Company Benefit Plans that could would not reasonably be expected to result in any material liability a Material Adverse Effect; the present value of the Company or any aggregate accumulated benefit liabilities of its Affiliates all such Foreign Pension Plans (based on those assumptions used to the PBGCfund each such Foreign Pension Plan) did not, the U.S. Department as of the Treasurylast annual valuation date applicable thereto, exceed the U.S. Department of Labor, any Company Benefit Plan, any participant in a Company Benefit Plan, or any other party. (c) There do not now exist, and to the knowledge fair market value of the Company, there are no existing circumstances that could reasonably be expected to result in, any liabilities under Title IV or Section 302 assets of ERISA or Section 412 or 4971 of all such Foreign Pension Plans except in such case where the Code (other than for payments of premium contributions in the ordinary course to the PBGC) that, individually or in the aggregate, could underfunding would not reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Affiliates has reserved the right to amend, terminate or modify at any time all Company Benefit Plans providing for retiree health or life insurance coverageEffect. (dc) As of the date of this AgreementClosing Date, neither the Company nor any of its Affiliates is a party to any there are no material collective bargaining strikes or other labor union contract applicable to individuals employed by lockouts against or affecting the Company or any Subsidiary pending or, to their knowledge, threatened. The hours worked by and payments made to employees of its Affiliatesthe Company and the Subsidiaries are not in violation in any material respect or in respect of any material amount under the Fair Labor Standards Act or any other applicable Federal, and no state, local or foreign law relating to such collective bargaining agreement or other labor union contract is being negotiated by matters. All material payments due from the Company or any of its Affiliates. Except as would notSubsidiary, individually or in the aggregate, reasonably for which any claim may be expected to have a Material Adverse Effect on the Company, (A) there is no labor dispute, strike, slowdown or work stoppage made against the Company or any Subsidiary, on account of its Affiliates pending or, to the knowledge of the Company, threatened against the Company or any of its Affiliates, (B) no unfair labor practice or labor charge or complaint is pending, or to the knowledge of the Company, threatened with respect to the Company or any of its Affiliates, wages and (C) the Company and its Affiliates are in compliance with all applicable laws relating to employment, employment practices, wages, hours, terms and conditions or employment, employment discrimination, disability rights, workers’ compensation, employee leaves, occupational safety and health and the collection welfare insurance and payment of employment taxes. (e) Neither the Company nor any Affiliate of the Company has any potential liability, contingent or otherwise, under the Coal Industry Retiree Health Benefits Act of 1992. Neither the Company nor any entity that was ever an Affiliate of the Company was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with an entity that was ever a party to any collective bargaining agreement or any other agreement with the United Mine Workers of America. (f) Neither the Company nor any Affiliate of the Company has any liability, contingent or otherwise, with respect to a multiemployer plan (as defined in Section 3(37) of ERISA). (g) No Company Benefit Plan provides medical, surgical, hospitalization, pharmaceutical, or life insurance benefits (whether or not insured by a third party) for employees or former employees of the Company or any Affiliate of the Company, for periods extending beyond their retirements or other terminations of service, other than coverage mandated by Section 4980 of the Code or similar State law, and no commitments have been made to provide such coverage. (h) All accrued obligations of the Company and its Affiliates, whether arising by operation of law, contract, or past custom, for compensation and benefits, including, but not limited to, bonuses and accrued vacation, and benefits under Company Benefit Plans, have been paid or adequate accruals for such obligations are reflected accrued as liabilities on the Company Financial Statements. (i) Section 3.17(i) of the Company Disclosure Schedule sets forth an accurate and complete list of each Company Benefit Plan under which the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event, such as termination of employment), result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director books of the Company or any of its Affiliates, or could limit the right of the Company or any of its Affiliates to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust or any material employment agreement or related trust. Except as set forth on Section 3.17(i) of the Company Disclosure Schedule, no amount paid or payable (whether in cash, in property, or in the form of benefits, accelerated cash, property, or benefits, or otherwise) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the CodeSubsidiary.

Employee Benefit Plans; Labor Matters. (a) Section 4.17 of the Company Disclosure Schedule contains a correct and complete list identifying each written and unwritten Employee Plan of the Company. Copies of such Employee Plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof, and a written description of any such Employee Plan that is not set forth in a written document, have been made available to Parent. With respect to each material Company Benefit such Employee Plan, the Company has most recent annual report (including all attachments thereto), all discrimination tests for the past year, and all material correspondence to or from any Governmental Authority received in the past three years have been made available to Parent. (orb) Neither the Company nor any ERISA Affiliate nor any predecessor thereof sponsors, if it maintains or contributes to, or has not made availablein the past sponsored, will promptly after maintained or contributed to, any Employee Plan subject to Title IV of ERISA. (c) Neither the date hereof make availableCompany nor any ERISA Affiliate nor any predecessor thereof contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) to Parent a correct and complete copy of each writing constituting such ERISA. (d) Each Employee Plan of the Company Benefit Plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of under Section 401(a) of the Code and the related trust that has not been revoked, and, to the knowledge of the Company, there are no existing circumstances and no events have occurred that could result in the revocation of such received a favorable determination letter. , or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service, or is within the applicable remedial amendment period (bas defined in Section 401(b) Except as would of the Code) for such Employee Plan and the Company is not reasonably aware of any reason why any such determination letter should be expected, individually revoked or in not be issued. The Company has made available to Parent copies of the aggregate, most recent Internal Revenue Service determination letters with respect to have a Material Adverse Effect on the Company, (A) each such Employee Plan. Each Employee Plan of the Company Benefit Plans has been operated and administered maintained in all material respects in accordance compliance with its terms and with the requirements prescribed by any Applicable Law, applicable law and administrative rules and regulations of any Governmental Authority, including, but not limited to, ERISA and to such Employee Plan. (e) The consummation by the Code, and (B) there are no pending or, to the knowledge Company of the Company, threatened claims transactions contemplated by this Agreement (alone or together with any other than claims for benefits in the ordinary course), lawsuits, arbitrations event) will not entitle any employee or examinations that have been asserted or instituted, and, to the knowledge of the Company, no set of circumstances exists that could give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts under any of the Company Benefit Plans that could reasonably be expected to result in any material liability independent contractor of the Company or any of its Affiliates Subsidiaries to severance pay or accelerate the PBGCtime of payment or vesting or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits under, increase the U.S. Department of the Treasury, the U.S. Department of Laboramount payable or trigger any other material obligation pursuant to, any Company Benefit Plan, any participant in a Company Benefit Plan, or any other party. (c) There do not now exist, and to the knowledge Employee Plan of the Company, there are . There is no existing circumstances that could reasonably be expected to result in, Employee Plan covering any liabilities under Title IV employee or Section 302 of ERISA or Section 412 or 4971 former employee of the Code (other than for payments Company or any of premium contributions in the ordinary course its Subsidiaries who is or reasonably could be subject to the PBGC) United States taxes that, individually or in the aggregatecollectively, could reasonably give rise to the payment as a result of the transactions contemplated by this Agreement of any amount that would not be expected to have a Material Adverse Effect on deductible by the Company. The Company and each or such Subsidiary by reason of its Affiliates has reserved Section 280G of the right to amend, terminate or modify at any time all Company Benefit Plans providing for retiree health or life insurance coverageCode. (df) As of Except as set forth or adequately provided for in the date of this AgreementCompany Balance Sheet or not required to be set forth on the Company Balance Sheet under GAAP consistently applied, neither the Company nor any of its Affiliates Subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees of the Company or its Subsidiaries except as required to avoid excise tax under Applicable Law. (g) No material action, suit or claim (excluding claims for benefits incurred in the ordinary course) has been brought or is pending or, to the Knowledge of the Company, threatened against or with respect to any Employee Plan of the Company or the assets or any fiduciary thereof (in that Person’s capacity as a fiduciary of such Employee Plan). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by any Governmental Authority with respect to any Employee Plan of the Company. (h) Neither the Company nor any of its Subsidiaries is a party to or (beyond the minimum benefits and working conditions required by Israeli law or pursuant to extension orders generally applicable to employees in similar companies in Israel, which extension orders are listed in Section 4.17(h) of the Company Disclosure Schedule) subject to, or is currently negotiating in connection with entering into, any material collective bargaining agreement or other contract or understanding with a labor union or organization, and (i) to the Knowledge of the Company, there are no organizational campaigns, petitions, or other labor union contract applicable to individuals employed by organization activities which would affect the Company or any of its Affiliates, and no such collective bargaining agreement or other labor union contract is being negotiated by the Company or any of its Affiliates. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySubsidiaries, (Aii) there is are no labor disputestrikes, strikeslowdowns, slowdown or work stoppage against the Company or any of its Affiliates stoppages pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its AffiliatesSubsidiaries, and (Biii) no unfair labor practice or labor charge or complaint is pending, or the Company and the Subsidiaries are in material compliance with all laws relating to the knowledge employment of labor, including those related to wages, hours, and withholding of taxes, with such exceptions, in the Companycase of each of clauses (i) and (iii) above, threatened with respect as would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has effectuated (x) a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) (or any similar state, local or foreign law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its AffiliatesSubsidiaries, or (y) a “mass layoff” as defined in the WARN Act (or any similar state, local or foreign law). (i) The Company has furnished to Parent a true and correct list of (i) all employees resident or working in Israel (“Israeli Employees”), and (Cii) all of the Israeli Employees who are not subject to termination upon up to thirty (30) days prior written notice under the termination notice provisions included in employment agreements or applicable law. The Company’s obligations to provide statutory severance pay to the Israeli Employees pursuant to the Severance Pay Law, 1963 are fully funded or accrued on the Company’s financial statements and the Company has not invoked the provisions of Section 14 of the Severance Pay Law with respect to such statutory severance pay. To Company’s knowledge, there are no circumstances that could give rise to any valid claim by a current or former Israeli Employee for compensation on termination of employment (beyond the statutory severance pay to which employees are entitled). All amounts that the Company is legally or contractually required either (i) to deduct from the Israeli Employees’ salaries or to transfer to the Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (ii) to withhold from the Israeli Employees’ salaries and benefits and to pay to any Governmental Authority as required by the Ordinance and/or the National Insurance Law, or otherwise, have, in each case, been duly deducted, transferred, withheld and paid, and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment; and (iii) the Company and its Affiliates are is in compliance in all material respects with all applicable laws legal requirements and contracts relating to employment, employment practices, wages, hours, bonuses and other compensation matters and terms and conditions or employment, employment discrimination, disability rights, workers’ compensation, employee leaves, occupational safety and health and the collection and payment of employment taxes. (e) Neither related to the Company nor any Affiliate of the Company has any potential liabilityIsraeli Employees, contingent or otherwise, under the Coal Industry Retiree Health Benefits Act of 1992. Neither the Company nor any entity that was ever an Affiliate of the Company was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with an entity that was ever a party to any collective bargaining agreement or any other agreement with the United Mine Workers of America. (f) Neither the Company nor any Affiliate of the Company has any liability, contingent or otherwise, with respect to a multiemployer plan (as defined in Section 3(37) of ERISA). (g) No Company Benefit Plan provides medical, surgical, hospitalization, pharmaceutical, or life insurance benefits (whether or not insured by a third party) for employees or former employees of the Company or any Affiliate of the Company, for periods extending beyond their retirements or other terminations of service, other than coverage mandated by Section 4980 of the Code or similar State law, and no commitments have been made to provide such coverage. (h) All accrued obligations of the Company and its Affiliates, whether arising by operation of law, contract, or past custom, for compensation and benefits, including, including but not limited toto The Prior Notice to the Employee Law, bonuses 2002, The Notice to Employee (Terms of Employment) Law, 2002, The Prevention of Sexual Harassment Law, 1998, the Hours of Work and accrued vacationRest Law, 1951, the Annual Leave Law, 1951, and The Employment by Human Resource Contractors Law, 1996. The Company has not engaged any Israeli Employees whose employment would require special licenses or permits. There are no unwritten policies or customs that, by extension, could entitle Israeli Employees to benefits under in addition to what they are entitled by law (including unwritten customs concerning the payment of statutory severance pay when it is not legally required). The Company Benefit Plans, have been paid or adequate accruals for such obligations are reflected on the Company Financial Statements. (i) Section 3.17(i) has furnished to Parent a correct and complete summary of the Israeli Employees’ salaries and material compensation entitlements. The Company Disclosure Schedule sets forth an accurate and complete list has furnished to Parent (a) copies of each Company Benefit Plan under which the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction all material agreements with any other event, such as termination of employment), result in, cause the accelerated vesting, funding or delivery ofIsraeli human resource contractors, or increase with Israeli consultants, sub-contractors or freelancers; and (b) copies of material manuals and material written policies relating to the amount or value of, any payment or benefit to any employee, officer or director employment of the Company or any of its Affiliates, or could limit the right of the Company or any of its Affiliates to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust or any material employment agreement or related trust. Except as set forth on Section 3.17(i) of the Company Disclosure Schedule, no amount paid or payable (whether in cash, in property, or in the form of benefits, accelerated cash, property, or benefits, or otherwise) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the CodeIsraeli Employees.

Employee Benefit Plans; Labor Matters. (a) With respect to each material Company Benefit Plan, the Company has made available (or, if it has There does not made available, will promptly after the date hereof make available) to Parent a correct and complete copy of each writing constituting such Company Benefit Plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code and the related trust that has not been revoked, now exist any and, to the knowledge of the CompanyVeeco, there are no existing circumstances and no events have occurred that could reasonably be expected to result in, any Controlled Group Liability to Veeco or any of its Subsidiaries that, individually or in the revocation aggregate, would reasonably be expected to have a Material Adverse Effect on Veeco. No Veeco Benefit Plan is (i) a "multiemployer plan" within the meaning of such favorable determination letterSection 4001(a)(3) of ERISA, (ii) a "multiple employer plan" as defined in ERISA or the Code, or (iii) a "funded welfare plan" within the meaning of Section 419 of the Code. None of the Veeco Benefit Plans provides for any welfare or other non-pension benefits to retired or former employees, except to the extent required by the continuation coverage requirements of Section 601 et. seq. of ERISA, Section 4980B of the Code or similar state law. (b) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the CompanyVeeco, (Ai) each of the Company Veeco Benefit Plans has been operated and administered in all material respects in accordance with its terms and applicable law and administrative rules and regulations of any Governmental Authority, including, but not limited to, ERISA and the Code, and (Bii) there are no pending or, to the knowledge of the CompanyVeeco, threatened Threatened claims (other than claims for benefits in the ordinary course), lawsuits, lawsuits or arbitrations or examinations that have been asserted or instituted, and, to the knowledge of the CompanyVeeco, no set of circumstances exists exists, that could may reasonably give rise to a claim or lawsuit, against the Company Veeco Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Veeco Benefit Plans or the assets of any of the trusts under any of the Company Veeco Benefit Plans that could reasonably be expected to result in any material liability of the Company Veeco or any of its Affiliates Subsidiaries to the PBGC, the U.S. Department of the Treasury, the U.S. Department of Labor, any Company Veeco Benefit Plan, any participant in a Company Veeco Benefit Plan, or any other party. There are no unpaid contributions due prior to the date hereof with respect to any Veeco Benefit Plan that are required to have been made under its terms and provisions, any related insurance contract or any applicable law. (c) There do not now exist, and to the knowledge of the Company, there are no existing circumstances that could reasonably be expected to result in, any liabilities under Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code (other than for payments of premium contributions in the ordinary course to the PBGC) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Affiliates has reserved the right to amend, terminate or modify at any time all Company Benefit Plans providing for retiree health or life insurance coverage. (d) As of the date of this Agreement, neither the Company Neither Veeco nor any Subsidiary of its Affiliates Veeco is a party to any material collective bargaining or other labor union contract applicable to individuals employed by the Company Veeco or any Subsidiary of its AffiliatesVeeco, and no such collective bargaining agreement or other labor union contract is being negotiated by the Company Veeco or any Subsidiary of its AffiliatesVeeco. Except as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on the CompanyVeeco, (Ai) there is no labor dispute, strike, slowdown or work stoppage against the Company Veeco or any Subsidiary of its Affiliates Veeco pending or, to the knowledge of the CompanyVeeco, threatened Threatened against the Company Veeco or any Subsidiary of its Affiliates, Veeco and (Bii) no unfair labor practice or labor charge or complaint is pending, or to the knowledge of the Company, threatened has occurred with respect to the Company Veeco or any Subsidiary of its Affiliates, and (C) the Company and its Affiliates are in compliance with all applicable laws relating to employment, employment practices, wages, hours, terms and conditions or employment, employment discrimination, disability rights, workers’ compensation, employee leaves, occupational safety and health and the collection and payment of employment taxesVeeco. (ed) Neither the Company nor any Affiliate of the Company has any potential liability, contingent or otherwise, under the Coal Industry Retiree Health Benefits Act of 1992. Neither the Company nor any entity that was ever an Affiliate of the Company was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with an entity that was ever a party to any collective bargaining agreement or any other agreement with the United Mine Workers of America. (f) Neither the Company nor any Affiliate of the Company has any liability, contingent or otherwise, with respect to a multiemployer plan (as defined in Section 3(37) of ERISA). (g) No Company Benefit Plan provides medical, surgical, hospitalization, pharmaceutical, or life insurance benefits (whether or not insured by a third party) for employees or former employees of the Company or any Affiliate of the Company, for periods extending beyond their retirements or other terminations of service, other than coverage mandated by Section 4980 of the Code or similar State law, and no commitments have been made to provide such coverage. (h) All accrued obligations of the Company and its Affiliates, whether arising by operation of law, contract, or past custom, for compensation and benefits, including, but not limited to, bonuses and accrued vacation, and benefits under Company Benefit Plans, have been paid or adequate accruals for such obligations are reflected on the Company Financial Statements. (i) Section 3.17(i) of the Company Disclosure Schedule sets forth an accurate and complete list of each Company Benefit Plan under which the execution and delivery of this Merger Agreement or nor the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event, such as termination of employment), ) will (i) result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, in any payment or benefit (including, without limitation, option acceleration, severance, unemployment compensation, "excess parachute payment" (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any employeedirector, officer consultant or director any current or former employee of Veeco or any Subsidiaries of Veeco under any Veeco consultant Benefit Plan or otherwise; (ii) increase any benefits otherwise payable under any Veeco Benefit Plan; (iii) result in any acceleration of the Company time of payment or vesting of any such benefits; (iv) require the funding of its Affiliates, any trust or could other funding vehicle; or (v) limit or prohibit the right of the Company or any of its Affiliates ability to amend, merge, terminate or receive a reversion of assets from any Company Veeco Benefit Plan or related trust trust. (e) There has been no disallowance of a deduction, or any material employment agreement or related trust. Except as set forth on reasonable expectation of a disallowance of a deduction, under Section 3.17(i162(m) of the Company Disclosure Schedule, no Code for employee compensation of any amount paid or payable (whether in cashby Veeco or any Subsidiary of Veeco that, in property, either individually or in the form aggregate, would reasonably be expected to have a Material Adverse Effect on Veeco. (f) Section 4.12(f) of the Veeco Disclosure Schedule sets forth a list of each material Veeco Benefit Plan. (g) Veeco has heretofore made available to FEI true and complete copies of each of the Veeco Benefit Plans (and all related trust agreements, insurance contracts and other ancillary documents) and, to the extent applicable, (i) the actuarial report for such Veeco Benefit Plan for each of the last two years, (ii) the most recent determination letter from the IRS for such Veeco Benefit Plan, (iii) the summary plan description for such Veeco Benefit Plan, and (iv) the Form 5500 for such Veeco Benefit Plan for each of the last two years, and all schedules thereto. Since the date of the documents made available, there has not been any material change in the assets or liabilities of any of the Veeco Benefit Plans or any change in their terms and operations that could reasonably be expected to affect or alter the tax status or materially affect the cost of maintaining such Plan, and none of the Veeco Benefit Plans has been or will be amended prior to the Closing Date to the extent such amendment will materially affect the cost of maintaining such Plans. Each of the Veeco Benefit Plans can be amended, modified or terminated by Veeco or a Subsidiary of Veeco within a period of 30 days, without payment of any additional compensation or amount or the additional vesting or acceleration of any such benefits, accelerated cash, property, except to the extent that such vesting is required under the Code upon the complete or benefits, or otherwise) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result partial termination of such transactions in conjunction with any other event) will Veeco Benefit Plan intended to be an “excess parachute payment” qualified within the meaning of Section 280G 401(a) of the Code. (h) Each Veeco Benefit Plan that is intended to be qualified under Section 401 of the Code has received a favorable determination letter from the IRS as to the qualification of such plan (or is a prototype plan entitled to rely on a favorable determination, opinion or advisory letter issued to the prototype sponsor), or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to receive such a determination. For each Veeco Benefit Plan that has received such a determination, such letter has not been modified, revoked or limited by the failure to satisfy any condition thereof or by a subsequent amendment thereto, or failure to amend such Veeco Benefit Plan. (i) Except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Veeco, no individual who has been classified by Veeco as a non-employee (such as an independent contractor, leased employee or consultant) would reasonably be expected to have a claim against Veeco for eligibility to participate in any Veeco Benefit Plan, if such individual is later reclassified as a Veeco employee. (j) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Veeco, all Veeco Benefit Plans subject to the laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) if they are intended to qualify for special tax treatment meet all requirements for -36- such treatment, and (iii) if they are intended to be funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Benefit Plans; Labor Matters. (a) With respect to The Company, each material Company Benefit Planof its ERISA Affiliates, and each Subsidiary is in compliance with the Company has made available (or, if it has not made available, will promptly after the date hereof make available) to Parent a correct applicable provisions of ERISA and complete copy of each writing constituting such Company Benefit Plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code and the related trust regulations and published interpretations thereunder, except as could not reasonably be expected to result in a Material Adverse Effect. No ERISA Events have occurred or are reasonably expected to occur that has not been revokedcould, andin the aggregate, reasonably be expected to result in a Material Adverse Effect. The present value of all benefit liabilities under each Plan (based on the knowledge assumptions used for purposes of Statement of Financial Accounting Standards Nos. 87 and 158, as applicable) did not, as of the Companylast annual valuation date applicable thereto, there are no existing circumstances and no events have occurred that could result in exceed the revocation fair market value of the assets of such favorable determination letterPlan, and the present value of all benefit liabilities of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards Nos. 87 and 158, as applicable) did not, as of the last annual valuation dates applicable thereto, exceed the fair market value of the assets of all such underfunded Plans except in each such case where such underfunding could not reasonably be expected to have a Material Adverse Effect. (b) Except Each Foreign Pension Plan (if any) is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan, except as could not reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Pension Plan (if any), neither the Company nor any Subsidiary or any of their respective directors, officers, employees or agents has engaged in a transaction which would not subject the Company or any Subsidiary, directly or indirectly, to a tax or civil penalty which could reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect on Effect. With respect to each Foreign Pension Plan (if any), reserves have been established in the Company, (A) each financial statements in respect of the Company Benefit Plans has been operated and administered in all material respects any unfunded liabilities in accordance with its terms and applicable law and administrative rules and regulations of any Governmental Authority, including, but not limited to, ERISA and the Code, and (B) there are no pending prudent business practice or, to the knowledge of the Companywhere required, threatened claims (other than claims for benefits in accordance with ordinary accounting practices in the ordinary course), lawsuits, arbitrations or examinations that have been asserted or instituted, and, to the knowledge of the Company, no set of circumstances exists that could give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof jurisdiction in which such Foreign Pension Plan is maintained. The aggregate unfunded liabilities with respect to their duties to the Company Benefit such Foreign Pension Plans or the assets of any of the trusts under any of the Company Benefit Plans that could not reasonably be expected to result in any material liability a Material Adverse Effect; the present value of the Company or any aggregate accumulated benefit liabilities of its Affiliates all such Foreign Pension Plans (based on those assumptions used to the PBGCfund each such Foreign Pension Plan) did not, the U.S. Department as of the Treasurylast annual valuation date applicable thereto, exceed the U.S. Department of Labor, any Company Benefit Plan, any participant in a Company Benefit Plan, or any other party. (c) There do not now exist, and to the knowledge fair market value of the Company, there are no existing circumstances that assets of all such Foreign Pension Plans except in such case where the underfunding could reasonably be expected to result in, any liabilities under Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code (other than for payments of premium contributions in the ordinary course to the PBGC) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Affiliates has reserved the right to amend, terminate or modify at any time all Company Benefit Plans providing for retiree health or life insurance coverageEffect. (dc) As of the date of this AgreementEffective Date, neither the Company nor any of its Affiliates is a party to any there are no material collective bargaining strikes or other labor union contract applicable to individuals employed by lockouts against or affecting the Company or any Subsidiary pending or, to their knowledge, threatened. The hours worked by and payments made to employees of its Affiliatesthe Company and the Subsidiaries are not in violation in any material respect or in respect of any material amount under the Fair Labor Standards Act or any other applicable Federal, and no state, local or foreign law relating to such collective bargaining agreement or other labor union contract is being negotiated by matters. All material payments due from the Company or any of its Affiliates. Except as would notSubsidiary, individually or in the aggregate, reasonably for which any claim may be expected to have a Material Adverse Effect on the Company, (A) there is no labor dispute, strike, slowdown or work stoppage made against the Company or any Subsidiary, on account of its Affiliates pending or, to the knowledge of the Company, threatened against the Company or any of its Affiliates, (B) no unfair labor practice or labor charge or complaint is pending, or to the knowledge of the Company, threatened with respect to the Company or any of its Affiliates, wages and (C) the Company and its Affiliates are in compliance with all applicable laws relating to employment, employment practices, wages, hours, terms and conditions or employment, employment discrimination, disability rights, workers’ compensation, employee leaves, occupational safety and health and the collection welfare insurance and payment of employment taxes. (e) Neither the Company nor any Affiliate of the Company has any potential liability, contingent or otherwise, under the Coal Industry Retiree Health Benefits Act of 1992. Neither the Company nor any entity that was ever an Affiliate of the Company was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with an entity that was ever a party to any collective bargaining agreement or any other agreement with the United Mine Workers of America. (f) Neither the Company nor any Affiliate of the Company has any liability, contingent or otherwise, with respect to a multiemployer plan (as defined in Section 3(37) of ERISA). (g) No Company Benefit Plan provides medical, surgical, hospitalization, pharmaceutical, or life insurance benefits (whether or not insured by a third party) for employees or former employees of the Company or any Affiliate of the Company, for periods extending beyond their retirements or other terminations of service, other than coverage mandated by Section 4980 of the Code or similar State law, and no commitments have been made to provide such coverage. (h) All accrued obligations of the Company and its Affiliates, whether arising by operation of law, contract, or past custom, for compensation and benefits, including, but not limited to, bonuses and accrued vacation, and benefits under Company Benefit Plans, have been paid or adequate accruals for such obligations are reflected accrued as liabilities on the Company Financial Statements. (i) Section 3.17(i) of the Company Disclosure Schedule sets forth an accurate and complete list of each Company Benefit Plan under which the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event, such as termination of employment), result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director books of the Company or any of its Affiliates, or could limit the right of the Company or any of its Affiliates to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust or any material employment agreement or related trust. Except as set forth on Section 3.17(i) of the Company Disclosure Schedule, no amount paid or payable (whether in cash, in property, or in the form of benefits, accelerated cash, property, or benefits, or otherwise) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the CodeSubsidiary.

Employee Benefit Plans; Labor Matters. (a) With respect to The Borrower, each material Company Benefit Planof its ERISA Affiliates, and each Subsidiary is in compliance with the Company has made available (or, if it has not made available, will promptly after the date hereof make available) to Parent a correct applicable provisions of ERISA and complete copy of each writing constituting such Company Benefit Plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code and the related trust regulations and published interpretations thereunder, except as could not reasonably be expected to result in a Material Adverse Effect. No ERISA Events have occurred or are reasonably expected to occur that has not been revokedcould, andin the aggregate, reasonably be expected to result in a Material Adverse Effect. The present value of all benefit liabilities under each Plan (based on the knowledge assumptions used for purposes of Statement of Financial Accounting Standards Nos. 87 and 158, as applicable) did not, as of the Companylast annual valuation date applicable thereto, there are no existing circumstances and no events have occurred that could result in exceed the revocation fair market value of the assets of such favorable determination letterPlan, and the present value of all benefit liabilities of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards Nos. 87 and 158, as applicable) did not, as of the last annual valuation dates applicable thereto, exceed the fair market value of the assets of all such underfunded Plans except in each such case where such underfunding could not reasonably be expected to have a Material Adverse Effect. (b) Except Each Foreign Pension Plan is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan, except as could not reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Pension Plan, neither the Borrower nor any Subsidiary or any of their respective directors, officers, employees or agents has engaged in a transaction which would not subject the Borrower or any Subsidiary, directly or indirectly, to a tax or civil penalty which could reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect on Effect. With respect to each Foreign Pension Plan, reserves have been established in the Company, (A) each financial statements in respect of the Company Benefit Plans has been operated and administered in all material respects any unfunded liabilities in accordance with its terms and applicable law and administrative rules and regulations of any Governmental Authority, including, but not limited to, ERISA and the Code, and (B) there are no pending prudent business practice or, to the knowledge of the Companywhere required, threatened claims (other than claims for benefits in accordance with ordinary accounting practices in the ordinary course), lawsuits, arbitrations or examinations that have been asserted or instituted, and, to the knowledge of the Company, no set of circumstances exists that could give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof jurisdiction in which such Foreign Pension Plan is maintained. The aggregate unfunded liabilities with respect to their duties to the Company Benefit such Foreign Pension Plans or the assets of any of the trusts under any of the Company Benefit Plans that could not reasonably be expected to result in any material liability a Material Adverse Effect; the present value of the Company or any aggregate accumulated benefit liabilities of its Affiliates all such Foreign Pension Plans (based on those assumptions used to the PBGCfund each such Foreign Pension Plan) did not, the U.S. Department as of the Treasurylast annual valuation date applicable thereto, exceed the U.S. Department of Labor, any Company Benefit Plan, any participant in a Company Benefit Plan, or any other party. (c) There do not now exist, and to the knowledge fair market value of the Company, there are no existing circumstances that assets of all such Foreign Pension Plans except in such case where the underfunding could reasonably be expected to result in, any liabilities under Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code (other than for payments of premium contributions in the ordinary course to the PBGC) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Affiliates has reserved the right to amend, terminate or modify at any time all Company Benefit Plans providing for retiree health or life insurance coverageEffect. (dc) As of the date of this AgreementEffective Date, neither there are no material strikes or lockouts against or affecting the Company nor any of its Affiliates is a party to any material collective bargaining or other labor union contract applicable to individuals employed by the Company Borrower or any of its Affiliates, and no such collective bargaining agreement or other labor union contract is being negotiated by the Company or any of its Affiliates. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (A) there is no labor dispute, strike, slowdown or work stoppage against the Company or any of its Affiliates Subsidiary pending or, to the knowledge their knowledge, threatened. The hours worked by and payments made to employees of the Company, threatened against the Company or any of its Affiliates, (B) no unfair labor practice or labor charge or complaint is pending, or to the knowledge of the Company, threatened with respect to the Company or any of its Affiliates, and (C) the Company and its Affiliates are in compliance with all applicable laws relating to employment, employment practices, wages, hours, terms and conditions or employment, employment discrimination, disability rights, workers’ compensation, employee leaves, occupational safety and health Borrower and the collection and payment Subsidiaries are not in violation in any material respect or in respect of employment taxes. (e) Neither the Company nor any Affiliate of the Company has any potential liability, contingent or otherwise, material amount under the Coal Industry Retiree Health Benefits Fair Labor Standards Act of 1992. Neither the Company nor any entity that was ever an Affiliate of the Company was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Code together with an entity that was ever a party to any collective bargaining agreement or any other agreement with applicable Federal, state, local or foreign law relating to such matters. All material payments due from the United Mine Workers of America. (f) Neither the Company nor Borrower or any Affiliate of the Company has any liability, contingent or otherwise, with respect to a multiemployer plan (as defined in Section 3(37) of ERISA). (g) No Company Benefit Plan provides medical, surgical, hospitalization, pharmaceuticalSubsidiary, or life insurance benefits (whether or not insured by a third party) for employees or former employees of which any claim may be made against the Company Borrower or any Affiliate Subsidiary, on account of the Company, for periods extending beyond their retirements or wages and employee health and welfare insurance and other terminations of service, other than coverage mandated by Section 4980 of the Code or similar State law, and no commitments have been made to provide such coverage. (h) All accrued obligations of the Company and its Affiliates, whether arising by operation of law, contract, or past custom, for compensation and benefits, including, but not limited to, bonuses and accrued vacation, and benefits under Company Benefit Plans, have been paid or adequate accruals for such obligations are reflected accrued as liabilities on the Company Financial Statements. (i) Section 3.17(i) books of the Company Disclosure Schedule sets forth an accurate and complete list Borrower or such Subsidiary. The consummation of each Company Benefit Plan the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event, such as termination of employment), result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer or director of the Company Borrower or any of its Affiliates, or could limit the right of the Company or any of its Affiliates to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust or any material employment agreement or related trust. Except as set forth on Section 3.17(i) of the Company Disclosure Schedule, no amount paid or payable (whether in cash, in property, or in the form of benefits, accelerated cash, property, or benefits, or otherwise) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the CodeSubsidiary is bound.