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

Employee Benefit Plans; Labor Matters. (a) The Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANS"), maintained, sponsored or contributed to or required to be contributed to by Company or any Company Subsidiary (the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory or opinion letter, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company nor any Company Subsidiary nor, to the knowledge of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," ", as defined in Section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ) ("BENEFIT PLANSBenefit Plans"), maintained, sponsored or contributed to or required to be contributed to by Company or any Company Subsidiary (the "COMPANY BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determinationdetermination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company nor any Company Subsidiary nor, to the knowledge of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANSBenefit Plans"), maintained, sponsored or contributed to or required to be contributed to by Company or any Company Subsidiary (the "COMPANY BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (ofor, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory or opinion letter, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company nor any Company Subsidiary nor, to the knowledge Knowledge of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Company Section 3.11(a) of the Disclosure Schedule lists each Letter lists, as of the date hereof, all employee benefit fund, plan, program, arrangement and contract plans (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all compensation, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, pension, profit sharing, supplemental retirement, health, life or disability insurance, dependent care, severance, termination pay and other similar fringe or employee benefit plans, programs or arrangements and any plan, program, arrangement current employment or contract providing for severance; medical, dental executive compensation or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether severance agreements written or otherwise maintained, contributed to or been required to contribute to for the benefit of or relating to any current employee, officer or director of the Company or any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "BENEFIT PLANSERISA Affiliate"), maintained, sponsored or contributed with respect to or required to be contributed to by which the Company or any ERISA Affiliate has or may have any liability or obligation (together, the "Employee Plans"). The Company Subsidiary has made available to SUTIOC a copy of (i) the two (2) most recent annual reports on Form 5500 filed with the Internal Revenue Service (the "COMPANY BENEFIT PLANSIRS")) for each disclosed Employee Plan where such report is required, (ii) the documents and instruments governing each such Employee Plan (including, without limitation, the plan document, summary plan description or other summary, most recent actuarial report and trust or other funding arrangement, where applicable) and (iii) all IRS determination, opinion, notification and advisory letters and rulings relating to each disclosed Employee Plan. Except as set forth in Section 3.11(a) of the Disclosure Letter: (A) each Employee Plan has been maintained in all material respects in accordance with its terms and each Employee Plan subject to ERISA and the Code has been maintained in all material respects in accordance with ERISA and the Code and (C) there has been no violation of any reporting or disclosure requirement imposed by ERISA or the Code. Each Employee Plan intended to be qualified under Section 401(a) of the Code, and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS, and there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. With respect to each Company Benefit Employee Plan, there has been no transaction prohibited under Section 4975 of the Code or Section 406 of ERISA which is not exempt under Section 4975 of the Code or Section 408 of ERISA, respectively. With respect to any Employee Plan, (1) neither the Company nor any of its ERISA Affiliates has delivered had asserted against it any claim for taxes under Chapter 43 of Subtitle D of the Code and Section 5000 of the Code, or made available to Parent a truefor penalties under ERISA Section 502(c), complete and correct copy of (i) such Company Benefit Plan or (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500l), if any, filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory or opinion letter, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company nor any Company Subsidiary nor, to the knowledge Company's knowledge, is there a basis for any such claim and (2) no officer, director or employee of the Company has committed a breach of any fiduciary responsibility or obligation imposed by Title I of ERISA. Other than routine claims for benefits, there is no claim or proceeding (including any audit or investigation) pending or, to the Company's knowledge, threatened, involving any Employee Plan by any person, or by the IRS, the United States Department of Labor or any other person or entityGovernmental Entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA against such Employee Plan or the CodeCompany or any ERISA Affiliate.

Employee Benefit Plans; Labor Matters. (a) The Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," ", as defined in Section 3(3) of ERISA and any plan, program, policy, arrangement or contract providing for severance), whether currently in effect or pursuant to which the Company or any Company Subsidiary has any ongoing liability or obligation; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), ) whether written or not ("BENEFIT PLANSBenefit Plans"), maintained, sponsored or contributed to or required to be contributed to by Company or any Company Subsidiary (the "COMPANY BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (ofor, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determinationdetermination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company nor any Company Subsidiary nor, to the knowledge of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Company Disclosure Schedule lists With respect to each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," ", as defined in Section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANS"), ERISA) maintained, sponsored or contributed to or required to be contributed to by Company or any Company Subsidiary or other trade or business (whether or not incorporated) treated as a single employer with Company (a "Company ERISA Affiliate") pursuant to Code Section 414(b), (c), (m) or (o) is a party, or with respect to which Company or any Company ERISA Affiliate could incur liability under Section 4069, 4212(c) or 4204 of ERISA or Section 412 of the Code, or to which Company or any Company ERISA Affiliate is a party (the "COMPANY BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, description related to such Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed IRS) with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory or opinion letter, determination letter issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letterPlan, if it is qualified under Section 401(a) of the Code. Neither Company nor any Company Subsidiary nor, to the knowledge of Company, any other person or entity, Affiliate has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Section 4.09 of the Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," ", as defined in Section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANS"), maintained, sponsored or contributed to or required to be contributed to by the Company or any Company Subsidiary (the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, the Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (ofor, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determinationdetermination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company the Company, nor any Company Subsidiary nor, to the knowledge of Companythe Company and each of the Shareholders, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.. 20 16

Employee Benefit Plans; Labor Matters. (a) The Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-profit- sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANS"), maintained, sponsored or contributed to or required to be contributed to by Company or any Company Subsidiary (the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory or opinion letter, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company nor any Company Subsidiary nor, to the knowledge of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Section 4.09(a) of the Company Disclosure Schedule lists each all employee benefit fund, plan, program, arrangement and contract plans (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section 3(3) of ERISA ERISA) and any planall bonus, programstock option, arrangement stock purchase, restricted stock, incentive, deferred compensation, retiree medical or contract providing for severance; medicallife insurance, dental or vision benefits; life insurance or death benefits; disability benefitssupplemental retirement, sick pay severance or other wage replacement; vacationbenefit plans, holiday programs or sabbatical; pension or profit-sharing benefits; stock options arrangements, and all employment, termination, severance or other equity compensation; bonus contracts or incentive pay or other material fringe benefits)agreements, whether written legally enforceable or not ("BENEFIT PLANS")not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, sponsored or contributed to or required to be contributed to sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Company Subsidiary (collectively, the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, the Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, description related to such Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed IRS) with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory or opinion letter, determination letter issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letterPlan, if it is qualified under Section 401(a) of the Code. Neither the Company nor any Company Subsidiary nor, to the knowledge of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Section 4.09(a) of the Company Disclosure Schedule lists each (i) all employee benefit fund, plan, program, arrangement and contract plans (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section 3(3) of ERISA ERISA) and any planall bonus, programstock option, arrangement stock purchase, restricted stock, incentive, deferred compensation, retiree medical or contract providing for severance; medicallife insurance, dental or vision benefits; life insurance or death benefits; disability benefitssupplemental retirement, sick pay severance or other wage replacement; vacationbenefit plans, holiday programs or sabbatical; pension or profit-sharing benefits; stock options arrangements, and all employment, termination, severance or other equity compensation; bonus contracts or incentive pay or other material fringe benefits)agreements, whether written legally enforceable or not ("BENEFIT PLANS")not, maintained, sponsored or contributed to or required to be contributed to by which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Company Subsidiary, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Seller or any of its affiliates and any employee of the Company or of any Company Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "COMPANY BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, the Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, description related to such Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed IRS) with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory or opinion letter, determination letter issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letterPlan, if it is qualified under Section 401(a) of the Code. Neither Except as disclosed on Section 4.09(a) of the Company nor any Company Subsidiary norDisclosure Schedule, to the knowledge of Companythere are no other employee benefit plans, any other person programs, arrangements or entity, has any express or implied commitmentagreements, whether legally enforceable formal or informal, whether in writing or not, to modify, change which the Company or terminate any Company Benefit PlanSubsidiary is a party, other than with respect to a modificationwhich the Company or any Company Subsidiary has any obligation or which are maintained, change contributed to or termination required sponsored by ERISA the Company or any Company Subsidiary for the Code.benefit of any current or former employee, officer or director of the Company or any Company Subsidiary. Neither the Company

Employee Benefit Plans; Labor Matters. (a) The Company Disclosure Schedule company disclosure schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pensionPension" plan, fund or program, as defined in Section section 3(2) of ERISA, and any "employee benefit plan," Employee Benefit Plan", as defined in Section section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ) ("BENEFIT PLANSBenefit Plans"), maintained, sponsored or contributed to or required to be contributed to by Company company or any Company Subsidiary company subsidiary (the "COMPANY BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plancompany benefit plan, Company company has delivered or made available to Parent parent a true, complete and correct copy of (i) such Company Benefit Plan company benefit plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plancompany benefit plan, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plancompany benefit plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan company benefit plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plancompany benefit plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan company benefit plan and (v) the most recent determinationdetermination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such Company Benefit Plan company benefit plan and any pending request for such a determination letter. Neither Company company nor any Company Subsidiary company subsidiary nor, to the knowledge of Companycompany, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plancompany benefit plan, other than with respect to a modification, change or termination required by ERISA or the Codecode.

Employee Benefit Plans; Labor Matters. (a) The Company Disclosure Schedule lists With respect to each employee benefit fund, plan, program, policy, agreement, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section section 3(3) of ERISA and any planthe Employee Retirement Income Security Act of 1974, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not as amended ("BENEFIT PLANSERISA"), maintained, sponsored ) maintained or contributed to or required to be contributed to by the Company or any Company Subsidiary on behalf of any current or former director, officer, employee, consultant or shareholder of the Company or any Company Subsidiary, or with respect to which the Company or any Company Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA or otherwise, including, without limitation, any bonus plan, consulting, employment or other compensation agreement, incentive, stock option or other equity or equity-based compensation or deferred compensation arrangement, stock purchase, severance pay, change of control, sick leave, vacation pay, salary continuation, disability, hospitalization, medical insurance, life insurance, scholarship program and any "employee pension plan," as defined in Section 3(2) of ERISA (the "COMPANY BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, the Company has delivered or made available to Parent a true, complete true and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its each material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, relating to such Company Benefit Plan, if any, (iii) the most recent annual report (Form 5500) filed with the Internal Revenue Service (the "IRS"), if any, filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, relating to summary plan description for such Company Benefit Plan and for which a summary plan description is required, (v) the most recent determinationactuarial report or valuation relating to a Company Benefit Plan subject to Title IV of ERISA and (vi) the most recent determination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such any Company Benefit Plan and intended to be qualified under Section 401(a) of the Code. Schedule 3.09(a) sets forth a complete list of all material Company Benefit Plans. Except as specifically provided in the foregoing documents delivered to Parent, there are no amendments to any pending request for such a determination letter. Neither material Company Benefit Plan that have been adopted or approved nor has the Company or any Company Subsidiary nor, undertaken to the knowledge of Company, make any other person such amendments or entity, has to adopt or approve any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any new material Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Schedule 3.10 to the Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; , medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANS")not, maintained, sponsored or contributed to or required to be contributed to by the Company or any Company Subsidiary (the "COMPANY BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, the Company has delivered or made available to Parent Acquirer a true, complete and correct written summary or copy of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS Internal Revenue Service ("IRS") with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R5500-R, the most recent Form 5500C 5500-C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determinationdetermination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such Company Benefit Plan and Plan, or any pending request for such a determination letter. Neither the Company nor any Company Subsidiary nor, to the knowledge of Company's knowledge, any other person or entityPerson, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. No condition, agreement or commitment exists that presents a risk to the Company or any Subsidiary of incurring, or being subject to, a liability upon the termination of any Company Benefit Plan on the merger or transfer of assets or liabilities thereof into an employee benefit plan maintained by Acquirer, other than such liability arising out of the administration of such merger, termination or transfer of assets or liabilities.

Employee Benefit Plans; Labor Matters. (a) The Company Section 4.09(a) of the NexVerse Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "“pension" ” plan, fund or program, as defined in Section 3(2) of ERISA, and any "“employee benefit plan," ”, as defined in Section 3(3) of ERISA ERISA, and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANS")not, maintained, sponsored or contributed to to, or required to be contributed to to, by Company or any Company Subsidiary NexVerse (the "COMPANY BENEFIT PLANS"“NexVerse Benefit Plans”). With respect to each Company NexVerse Benefit Plan, Company NexVerse has delivered or made available to Parent the Sellers a true, complete and correct copy of (i) such Company NexVerse Benefit Plan (ofor, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company NexVerse Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company NexVerse Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company NexVerse Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company NexVerse Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company NexVerse Benefit Plan and (v) the most recent determinationdetermination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such Company NexVerse Benefit Plan and any pending request for such a determination letter. Neither Company nor any Company Subsidiary nor, to the knowledge of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.Neither

Employee Benefit Plans; Labor Matters. (a) The Section 4.09 of the Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," ", as defined in Section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANS"), maintained, sponsored or contributed to or required to be contributed to by the Company or any Company Subsidiary (the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, the Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (ofor, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determinationdetermination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company the Company, nor any Company Subsidiary nor, to the knowledge of Companythe Company and each of the Stockholders, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Section 4.09(a) of the Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," ", as defined in Section 3(3) of ERISA ERISA) and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANSBenefit Plans"), maintained, sponsored or contributed to or required to be contributed to by Company or other trade or business (whether or not incorporated) treated as a single employer with Company (a "Company ERISA Affiliate") pursuant to Code Section 414(b), (c), (m) or (o), or with respect to which Company or any Company Subsidiary ERISA Affiliate could incur liability under Section 4069, 4212(c) or 4204 of ERISA or Section 412 of the Code (the "COMPANY BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, and Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, description related to such Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory or opinion letter, letter issued by the IRS with respect to such Company Benefit Plan Plan, if it is intended to be qualified under Section 401(a) of the Code, and any pending request for such a determination letter. Neither Company nor any Company Subsidiary ERISA Affiliate nor, to the knowledge Knowledge of Company, any other person or entityPerson, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," ", as defined in Section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANS"), maintained, sponsored or contributed to or required to be contributed to by the Company or any Company Subsidiary the Business (the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, the Company has delivered or made available to Parent the Purchaser a true, complete and correct copy of (i) such Company Benefit Plan (ofor, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determinationdetermination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company the Company, nor any Company Subsidiary nor, to the knowledge of Companythe Company and each of the Principal Shareholders, any other person Person or 12 17 entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Company Section 4.09(a) of the NexVerse Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," ", as defined in Section 3(3) of ERISA ERISA, and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANS")not, maintained, sponsored or contributed to to, or required to be contributed to to, by Company or any Company Subsidiary NexVerse (the "COMPANY BENEFIT PLANSNexVerse Benefit Plans"). With respect to each Company NexVerse Benefit Plan, Company NexVerse has delivered or made available to Parent the Sellers a true, complete and correct copy of (i) such Company NexVerse Benefit Plan (ofor, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company NexVerse Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company NexVerse Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company NexVerse Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company NexVerse Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company NexVerse Benefit Plan and (v) the most recent determinationdetermination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such Company NexVerse Benefit Plan and any pending request for such a determination letter. Neither Company NexVerse, nor any Company Subsidiary nor, to the knowledge of CompanyNexVerse, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company NexVerse Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Section 4.13(a) of the Company Disclosure Schedule lists each all employee benefit fund, plan, program, arrangement and contract plans (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section 3(3) of ERISA ERISA) and any all bonus, stock option, stock purchase, stock appreciation rights, restricted stock, phantom stock, incentive, deferred compensation, supplemental retirement, severance or other benefit plans, programs or arrangements, employee relocation programs, cafeteria benefit (Code Section 125) and dependent care (Code Section 129) plan, programand all employment, arrangement or contract providing for severance; medicaltermination, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay severance or other wage replacement; vacationcontracts or agreements, holiday whether legally enforceable or sabbatical; pension not, to which the Company or profit-sharing benefits; stock options any of its Subsidiaries or other equity compensation; bonus trade or incentive pay business (whether or other material fringe benefitsnot incorporated) treated as a single employer with the Company (an "ERISA AFFILIATE") pursuant to Code Section 414(b), whether written or not ("BENEFIT PLANS"c), (m) or (o) is a party, or with respect to which the Company or any ERISA Affiliate has any obligation, or which are maintained, sponsored or contributed to or required to be contributed to sponsored by the Company or any ERISA Affiliate for the benefit of any current or former employee, officer or director of the Company Subsidiary or any ERISA Affiliate (collectively, the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, the Company has delivered or made available to Parent Acquiror a true, complete and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, description related to such Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report reports (Form 5500), if any, for such Company Benefit Plan filed with the IRS with respect to such Company Benefit Plan for the last three (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan)3) plan years, (iv) the most recent actuarial report or financial statement, if any, relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory or opinion letter, determination letter issued by the IRS with respect to such Company Benefit Plan and Plan, if it is qualified under Section 401(a) of the Code. Except as disclosed on Section 4.13(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any pending request ERISA Affiliate is a party, with respect to which the Company or any ERISA Affiliate has any obligation or which are maintained, contributed to or sponsored by the Company or any ERISA Affiliate for such a determination letterthe benefit of any current or former employee, officer or director of the Company or any ERISA Affiliate. Neither the Company nor any Company Subsidiary nor, to the knowledge of Company, any other person or entity, ERISA Affiliate has any express or implied legally enforceable commitment, whether legally enforceable (i) to create and incur liability with respect to or notcause to exist any other employee benefit plan, program or arrangement other than a Company Benefit Plan, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual other than pursuant to a Company Benefit Plan, or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. Unless Acquiror consents otherwise in writing, Company shall take all action necessary to terminate, or cause to terminate, before the Closing Date, any Company Benefit Plan that is a 401(k) plan.

Employee Benefit Plans; Labor Matters. (a) The Company Parent Disclosure Schedule lists each material employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," ", as defined in Section 3(3) of ERISA and any plan, program, policy, arrangement or contract providing for severance), whether currently in effect or pursuant to which the Parent has any ongoing liability or obligation; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), ) whether written or not ("BENEFIT PLANSBenefit Plans"), maintained, sponsored or contributed to or required to be contributed to by Company Parent or any Company Parent Subsidiary (the "COMPANY BENEFIT PLANSParent Benefit Plans"). With respect to each Company Parent Benefit Plan, Company Parent has delivered or made available to Parent Company a true, complete and correct copy of (i) such Company Parent Benefit Plan (ofor, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Parent Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Parent Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Parent Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Parent Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Parent Benefit Plan and (v) the most recent determinationdetermination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such Company Parent Benefit Plan and any pending request for such a determination letter. Neither Company Parent nor any Company Parent Subsidiary nor, to the knowledge of CompanyParent, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Parent Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Section 4.09(a) of the Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," ", as defined in Section 3(3) of ERISA ERISA) and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANS"), maintained, sponsored or contributed to or required to be contributed to by Company or other trade or business (whether or not incorporated) treated as a single employer with Company (a "COMPANY ERISA AFFILIATE") pursuant to Code Section 414(b), (c), (m) or (o), or with respect to which Company or any Company Subsidiary ERISA Affiliate could incur liability under Section 4069, 4212(c) or 4204 of ERISA or Section 412 of the Code (the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, and Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, description related to such Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory or opinion letter, letter issued by the IRS with respect to such Company Benefit Plan Plan, if it is intended to be qualified under Section 401(a) of the Code, and any pending request for such a determination letter. Neither Company nor any Company Subsidiary ERISA Affiliate nor, to the knowledge Knowledge of Company, any other person or entityPerson, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Section 4.09 of the Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," ", as defined in Section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANS"), maintained, sponsored or contributed to or required to be contributed to by the Company or any Company Subsidiary of its Subsidiaries (the "COMPANY BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, the Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (ofor, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determinationdetermination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company the Company, nor any Company Subsidiary nor, to the knowledge of the Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Section 4.09 of the Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANSBenefit Plans"), maintained, sponsored or contributed to or required to be contributed to by Company or EAI or under which either of them may reasonably be expected to incur any Company Subsidiary liability (the "COMPANY BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, Company or EAI, as applicable, has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (ofor, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory determination letter or opinion letter, if any, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company Company, nor any Company Subsidiary nor, to the knowledge of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Company Disclosure Schedule lists With respect to each employee benefit fund, plan, program, policy, agreement, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section section 3(3) of ERISA and any planthe Employee Retirement Income Security Act of 1974, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not as amended ("BENEFIT PLANSERISA"), maintained, sponsored ) maintained or contributed to or required to be contributed to by the Company or any Company Subsidiary on behalf of any current or former director, officer, employee, consultant or shareholder of the Company or any Company Subsidiary, or with respect to which the Company or any Company Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA or otherwise, including, without limitation, any bonus plan, consulting, employment or other compensation agreement, incentive, stock option or other equity or equity-based compensation or deferred compensation arrangement, stock purchase, severance pay, change of control, sick leave, vacation pay, salary continuation, disability, hospitalization, medical insurance, life insurance, scholarship program and any "employee pension plan," as defined in Section 3(2) of ERISA (the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, the Company has delivered or made available to Parent a true, complete true and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its each material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, relating to such Company Benefit Plan, if any, (iii) the most recent annual report (Form 5500) filed with the Internal Revenue Service (the "IRS"), if any, filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, relating to summary plan description for such Company Benefit Plan and for which a summary plan description is required, (v) the most recent determinationactuarial report or valuation relating to a Company Benefit Plan subject to Title IV of ERISA and (vi) the most recent determination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such any Company Benefit Plan and intended to be qualified under Section 401(a) of the Code. Schedule 3.09(a) sets forth a complete list of all material Company Benefit Plans. Except as specifically provided in the foregoing documents delivered to Parent, there are no amendments to any pending request for such a determination letter. Neither material Company Benefit Plan that have been adopted or approved nor has the Company or any Company Subsidiary nor, undertaken to the knowledge of Company, make any other person such amendments or entity, has to adopt or approve any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any new material Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Company Section 3.09(a) of the Sellers' Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," ", as defined in Section 3(3) of ERISA ERISA, and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANS")not, maintained, sponsored or contributed to to, or required to be contributed to, by either Seller or an affiliate of either Seller, in all cases only to by the extent that any Transferring Employee is or may be entitled to any benefit under any such plan (each, a "Company or any Company Subsidiary (the "COMPANY BENEFIT PLANSBenefit Plan"). With respect to each Company Benefit Plan, Company Seller has delivered or made available to Parent NexVerse a true, complete and correct copy of (i) such Company Benefit Plan (ofor, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determinationdetermination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company Seller, nor any Company Subsidiary nor, to the knowledge of Companyeither Seller, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit PlanPlan in such a way as would have any adverse effect on any Transferring Employee, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Section 4.09(a) of the Company Disclosure Schedule lists each (i) all employee benefit fund, plan, program, arrangement and contract plans (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section 3(3) of ERISA ERISA) and any planall bonus, programstock option, arrangement stock purchase, restricted stock, incentive, deferred compensation, retiree medical or contract providing for severance; medicallife insurance, dental or vision benefits; life insurance or death benefits; disability benefitssupplemental retirement, sick pay severance or other wage replacement; vacationbenefit plans, holiday programs or sabbatical; pension or profit-sharing benefits; stock options arrangements, and all employment, termination, severance or other equity compensation; bonus contracts or incentive pay or other material fringe benefits)agreements, whether written legally enforceable or not ("BENEFIT PLANS")not, maintained, sponsored or contributed to or required to be contributed to by which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Company Subsidiary, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Seller or any of its affiliates and any employee of the Company or of any Company Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, the Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, description related to such Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed IRS) with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory or opinion letter, determination letter issued by the IRS with respect to such Company Benefit Plan and Plan, if it is qualified under Section 401(a) of the Code. Except as disclosed on Section 4.09(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any pending request Company Subsidiary is a party, with respect to which the Company or 20. any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for such a determination letterthe benefit of any current or former employee, officer or director of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary nor, to the knowledge of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANSBenefit Plans"), maintained, sponsored or contributed to or required to be contributed to by Company or any Company Subsidiary (the "COMPANY BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory or opinion letter, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company nor any Company Subsidiary nor, to the knowledge Knowledge of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (aA) The Company Section 3.19 of the Disclosure Schedule lists sets forth a true and complete list of each employee benefit fund, plan, program, arrangement and contract plan (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and any each material employee benefit, bonus, deferred compensation, incentive compensation, medical, dental, health, life insurance, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option or other equity related plan, program, policy, arrangement or and contract providing for and each golden parachute, change in control, employment, consulting, severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay retention or other wage replacement; vacationsimilar plan, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits)program, whether written or not ("BENEFIT PLANS")policy, arrangement and agreement maintained, sponsored or contributed to or required sponsored by the Company, to be contributed which the Company is a party or with respect to by which the Company could incur liability under applicable Legal Requirements, including without limitation, Sections 4069, 4212(c) or any Company Subsidiary 4204 of ERISA (collectively, the "COMPANY BENEFIT PLANS"). With Except with respect to each Company Benefit Planarrangements or agreements the full cost of which will be borne by the Seller or its Affiliates (other than the Company), Company the Seller has delivered or made available to Parent the Purchaser a truetrue and complete copy, complete and correct copy including all applicable amendments, of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the two most recent summary plan descriptionannual reports (Forms 5500), if any, related to such Company Benefit Planincluding all schedules thereto, (ii) each trust agreement or other funding arrangement, if any, relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, filed with the IRS with respect each trust agreement and insurance contract relating to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such each Company Benefit Plan), (iv) the most recent summary plan description and summary of material modifications for each Company Benefit Plan for which a summary plan description or a summary of material modifications is required, (v) the most recent actuarial report or financial statementvaluation, if any, relating to such a Company Benefit Plan subject to Title IV of ERISA ("TITLE IV PLAN") and (vvi) the most recent determinationdetermination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such any Company Benefit Plan and any pending request for such a determination letter. Neither Company nor any Company Subsidiary nor, to the knowledge qualified under Section 401(a) of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section 3(3) of ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANS"), maintained, sponsored or contributed to or required to be contributed to by Company or any Company Subsidiary (the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory or opinion letter, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company nor any Company Subsidiary nor, to the knowledge Knowledge of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans; Labor Matters. (a) The Section 4.09(a) of the Company Disclosure Schedule lists each all employee benefit fund, plan, program, arrangement and contract plans (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan," as defined in Section 3(3) of ERISA ERISA) and any planall bonus, programstock option, arrangement stock purchase, restricted stock, incentive, deferred compensation, retiree medical or contract providing for severance; medicallife insurance, dental or vision benefits; life insurance or death benefits; disability benefitssupplemental retirement, sick pay severance or other wage replacement; vacationbenefit plans, holiday programs or sabbatical; pension or profit-sharing benefits; stock options arrangements, and all employment, termination, severance or other equity compensation; bonus contracts or incentive pay or other material fringe benefits)agreements, whether written legally enforceable or not ("BENEFIT PLANS")not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, sponsored or contributed to or required to be contributed to sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Company Subsidiary (collectively, the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, the Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description, if any, description related to such Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed IRS) with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determination, notification, advisory or opinion letter, determination letter issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letterPlan, if it is qualified under Section 401(a) of the Code. Neither the Company nor any Company Subsidiary nor, to the knowledge of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (b) None of the Company Benefit Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a "MULTIEMPLOYER PLAN") or a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which the Company or any Company Subsidiary could incur liability under Section 4063 or 4064 of ERISA (a "MULTIPLE EMPLOYER PLAN"). None of the Company Benefit Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of the Company or any Company Subsidiary. (c) Each Company Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Company Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Company Reports prior to the date of this Agreement. Except as set forth in Section 4.09(c) of the Company Disclosure Schedule, with respect to the Company Benefit Plans, no event has occurred and, to the knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any Company Subsidiary could be subject to any liability under the terms of such Company Benefit Plans, ERISA, the Code or any other applicable Law which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No legal action, suit or claim is pending or, to the knowledge of the Company, threatened with respect to any Company Benefit Plan (other than claims for benefits in the ordinary course). (d) Except as disclosed in Section 4.09(d) of the Company Disclosure Schedule or except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Company Benefit Plan which is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified and each trust established in connection with any Company Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of any such Company Benefit Plan or the exempt status of any such trust; (ii) each trust maintained or contributed to by the Company or any Company Subsidiary which is intended to be qualified as a voluntary employees' beneficiary association and which is intended to be exempt from federal income taxation under Section 501(c)(9) of the Code has received a favorable determination letter from the IRS that it is so qualified and so exempt, and no fact or event has occurred since the date of such determination by the IRS to adversely affect such qualified or exempt status; (iii) there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Benefit Plan; (iv) neither the Company nor any Company Subsidiary has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists which could give rise to any such liability; (v) no complete or partial termination has occurred within the five years preceding the date hereof with respect to any Company Benefit Plan; (vi) no Company Benefit Plan is subject to Title IV of ERISA; (vii) none of the assets of the Company or any Company Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; neither the Company nor any Company Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security; (viii) all contributions, premiums or payments required to be made with respect to any Company Benefit Plan have been made on or before their due dates; and (ix) all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any government entity and no fact or event exists which could give rise to any such challenge or disallowance. (e) Except as set forth in Section 4.09(e) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary and no collective bargaining agreement is being negotiated by the Company or any Company Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against the Company or any Company Subsidiary pending or, to the knowledge of the Company, threatened which may interfere with the respective business activities of the Company or any Company Subsidiary, except where such dispute, strike or work stoppage would not reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, to the knowledge of the Company, there is no charge or complaint against the Company or any Company Subsidiary pending before the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint would not reasonably be expected to have a Company Material Adverse Effect. (f) The Company has delivered or made available to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of the Company and each Company Subsidiary providing for annual compensation in excess of $100,000, (ii) all severance plans, agreements, programs and policies of the Company and each Company Subsidiary with or relating to their respective employees or consultants, and (iii) all plans, programs, agreements and other arrangements of the Company and each Company Subsidiary with or relating to their respective employees or consultants which contain "change of control" provisions. SECTION 4.10.

Employee Benefit Plans; Labor Matters. (a) The Company Section 3.09(a) of the Sellers’ Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "“pension" ” plan, fund or program, as defined in Section 3(2) of ERISA, and any "“employee benefit plan," ”, as defined in Section 3(3) of ERISA ERISA, and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("BENEFIT PLANS")not, maintained, sponsored or contributed to to, or required to be contributed to, by either Seller or an affiliate of either Seller, in all cases only to by the extent that any Transferring Employee is or may be entitled to any benefit under any such plan (each, a “Company or any Company Subsidiary (the "COMPANY BENEFIT PLANS"Benefit Plan”). With respect to each Company Benefit Plan, Company Seller has delivered or made available to Parent NexVerse a true, complete and correct copy of (i) such Company Benefit Plan (ofor, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Company Benefit Plan, (ii) each trust agreement or other funding arrangement, if any, arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500), if any, ) filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement, if any, statement relating to such Company Benefit Plan and (v) the most recent determinationdetermination letter, notification, advisory or opinion letterif any, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. Neither Company Seller, nor any Company Subsidiary nor, to the knowledge of Companyeither Seller, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit PlanPlan in such a way as would have any adverse effect on any Transferring Employee, other than with respect to a modification, change or termination required by ERISA or the Code.