Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. (a) Section 4.11(a) of the Company Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) 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, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.

Employee Benefit Plans. (a) Set forth on Section 4.11(a4.10(a) of the Company Disclosure Schedule lists Schedules is a true and complete list of each Benefit Plan of the Group Companies (each, a “Company Benefit Plan”). With respect to each Company Benefit Plan, all material employee contributions, deferrals, premiums and benefit plans payments under or in connection therewith that are required to have been made as of the Closing Date have been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP on the Company Financials. No Group Company is or has in the past three years been a member of a “controlled group” for purposes of Section 414(b), (as defined in Section 3(3c), (m) or (o) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonusCode, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to which nor does the Company or any Company Subsidiary is a party, of its Subsidiaries have any Liability with respect to which any collectively-bargained for plans, whether or not subject to the provisions of ERISA. (b) Each Company or any Company Subsidiary Benefit Plan is and 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, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete been operated at all times in compliance with all applicable Laws in all material respects, including ERISA and the Code. Each Company Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the followingCode (i) has been determined by the IRS to be so qualified (or is based on a prototype or volume submitter plan which has received a favorable opinion letter) during the period from its adoption to the date of this Agreement and (ii) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code or the applicable Group Company has requested an initial favorable IRS determination of qualification and/or exemption within the period permitted by applicable Law. No fact exists which could adversely affect the qualified status of such Company Benefit Plans or the exempt status of such trusts. (c) With respect to each Company Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary thereof) of the Group Companies, the Company has provided to the Parent accurate and complete copies, if applicable, of: (i) the Plansall Company Benefit Plan documents and agreements and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto); (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, all current summary plan descriptions and subsequent material modifications thereto; (iii) the three most recently received IRS determination letterrecent Forms 5500, if anyapplicable, relating to the Plans and annual report, including all schedules thereto; (iv) the most recent summary annual and periodic accounting of plan description for such Plans assets; (or other descriptions of such Plans provided to employeesv) the three most recent nondiscrimination testing reports; (vi) the most recent determination letter received from the IRS, if any; (vii) the most recent actuarial valuation; and (viii) all material modifications theretonon-routine communications in the past three years with any Governmental Authority concerning any Company Benefit Plan matter that is still pending or for which the Company or a Subsidiary has any outstanding material Liability. (bd) Each With respect to each Company Benefit Plan, for the past three years: (i) such Company Benefit Plan has been operated administered and enforced in all material respects in accordance with its terms terms, the Code and ERISA; (ii) no breach of fiduciary duty has occurred; (iii) no Action is pending, or to the requirements Company’s knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration); (iv) no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory or administration exemption; and (v) all applicable Lawscontributions and premiums due through the Closing Date have been made in all material respects as required under ERISA or have been fully accrued in all material respects on the Company Financials. (e) No Company Benefit Plan is a “defined benefit plan” (as defined in Section 414(j) of the Code), including a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise subject to Title IV of ERISA or Section 412 of the Code, and no Group Company has incurred any Liability or otherwise could have any Liability, contingent or otherwise, under Title IV of ERISA and no condition presently exists that is expected to cause such Liability to be incurred. No Company Benefit Plan will become a multiple employer plan with respect to a Group Company immediately after the Closing Date. No Group Company currently maintains or has ever maintained, or is required currently or has ever been required to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined in Section 501(c)(9) of the Code. Each . (f) There is no arrangement under any Company Benefit Plan with respect to any employee that is intended to be qualified under Section 401(awould result in the payment of any amount that by operation of Sections 280G or 162(m) of the Code would not be deductible by a Group Company and no arrangement exists pursuant to which a Group Company will be required to “gross up” or Section 401(k) otherwise compensate any person because of the Code has received a favorable determination letter from the IRS, or is entitled to rely imposition of any excise tax on a favorable opinion issued by the IRS, and, payment to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trustperson. (cg) Except With respect to each Company Benefit Plan which is a “welfare plan” (as described in Section 3(1) of ERISA): (i) except as set forth in on Section 4.11(c4.10(g) of the Company Disclosure ScheduleSchedules, neither no such plan provides medical or death benefits with respect to current or former employees, directors or consultants (or a beneficiary thereof) of a Group Company beyond their termination of employment (other than coverage mandated by Law, which is paid solely by such beneficiary; benefits through the Company nor any Company Subsidiary sponsors end of the month of termination of employment or has sponsored any Plan that provides for any engagement, as applicable; death or disability benefits attributable to deaths or disabilities occurring at or prior to termination of employment or engagement, as applicable; and post-employment termination benefits from an insurer during any period to convert a group Company Benefit Plan to an individual plan); and (ii) there are no reserves, assets, surplus or post-retirement health or medical or life insurance benefits for retired, former or current employees prepaid premiums under any such plan. Each Group Company has complied in all material respects with the provisions of the Company or any Company Subsidiary, except as required by Section 601 et seq. of ERISA and Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (eh) Except as set forth in on Section 4.11(e4.10(h) of the Company Disclosure ScheduleSchedules, no Planneither the execution and delivery of this agreement nor the consummation of the transactions contemplated by this Agreement and the Ancillary Documents (either alone or in combination with another event) will: (i) entitle any individual to severance pay, either individually unemployment compensation or collectivelyother benefits or compensation; (ii) accelerate the time of payment or vesting, provides for or increase the amount of any compensation due, or in respect of, any individual; (iii) result in or satisfy a condition to the payment by the Company or of compensation that would, in combination with any Company Subsidiary that would constitute a other payment, result in an “excess parachute payment” within the meaning of Section 280G of the Code after giving effect Code; or (iv) entitle the recipient of any payment or benefit to the transactions contemplated by this Agreement. (f) Neither the receive a “gross up” payment for any income or other taxes that might be owed with respect to such payment or benefit. No Group Company nor has incurred any ERISA Affiliate sponsors or has sponsored in the past six years Liability for any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 Tax imposed under Chapter 43 of the Code. Neither the Company nor any ERISA Affiliate contributes to Code or has ever contributed to, civil liability under Section 502(i) or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(Cl) of ERISA. (gi) Except as would notset forth on Section 4.10(i) of the Company Disclosure Schedules, individually or in except to the aggregate, reasonably be expected to have a Material Adverse Effect, extent (i) there is no unfair labor practice charge required by Section 4980B of the Code or complaint pending against the Company or any Company Subsidiary, similar state Law; (ii) there for benefits through the end of the month of termination of employment or engagement, as applicable; (iii) for death or disability benefits attributable to deaths or disabilities occurring at or prior to termination of employment or engagement, as applicable; or (iv) for post-termination benefits from an insurer during any period to convert a group Company Benefit Plan to an individual plan, no Group Company provides health or welfare benefits to any former or retired employee, director or consultant or is obligated to provide such benefits to any active employee, director or consultant following such employee, director or consultant’s retirement or other termination of employment or service. (j) There is no labor strikeCompany Benefit Plan subject to Section 409A of the Code. There is no Contract or plan to which any Group Company is a party or by which it is bound to compensate any employee, slowdownconsultant or director for penalty taxes paid pursuant to Section 409A of the Code. (k) There are no actions, work stoppagesuits, lockout investigations or labor dispute claims pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within any Company Benefit Plan, or the last three assets thereof (3) yearsother than routine claims for benefits), (iii) and there are no charges with respect facts which could reasonably give rise to any Liabilities, action, suit, investigation, or relating to the Company or claim against any Company Subsidiary pending before Benefit Plan, any Governmental Authority responsible for fiduciary or plan administrator or other Person dealing with any Company Benefit Plan or the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxesassets thereof.

Employee Benefit Plans. (a) Section 4.11(a3.9(a) of the Company Partnership Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) Partnership Benefit Plans and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to which the Company or any Company Subsidiary is a party, with Old Plans. 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, director or consultant of the Company or any Company Subsidiary (collectivelyeach material Partnership Benefit Plan and each material Old Plan, the “Plans”). The Company Partnership has made available to Parent copiescomplete and accurate copies of (A) such Benefit Plan, which are correct including any amendment thereto, (B) a written description of any such Benefit Plan if such plan is not set forth in a written document and complete (C) the most recent Internal Revenue Service determination letter (if any). (b) Except as would not have, individually or in all material respectsthe aggregate, of the followinga Partnership Material Adverse Effect: (i) the Plans, (ii) the annual report (Form 5500) filed Partnership Benefit Plans have been maintained and administered in compliance with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) Each Plan has been operated in all material respects in accordance with its their terms and the requirements of all applicable Lawswith Law, including ERISA and the Code. Each Plan that is intended Code to the extent applicable thereto, and (ii) all contributions and payments required to be qualified made under Section 401(a) the terms of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRSPartnership Benefit Plans have been timely made or, or is entitled to rely on a favorable opinion issued by the IRSif not yet due, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, have been properly reflected in any material respect, the qualified status of any such Plan or the exempt status of any such trustParent’s financial statements in accordance with GAAP. (c) Except as set forth in Section 4.11(c) None of the Company Disclosure SchedulePartnership, neither the Company nor General Partner or any Company Subsidiary sponsors of their respective Subsidiaries sponsor, maintain, contribute to, or is required to contribute to, or has sponsored any Plan that liability with respect to, any plan or arrangement which provides for any post-employment retiree health, medical, life or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiaryother welfare benefits, except as required by pursuant to the continuation coverage requirements of Section 601 et seq. of ERISA or Section 4980B of the Code. (d) Full payment None of the Partnership, the General Partner or any of their respective ERISA Affiliates has in the last six years sponsored, maintained, contributed to or been maderequired to contribute to, or otherwise properly accrued on the books and records of the Company and has any Company Subsidiaryliability with respect to, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Benefit Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither Code or a multiemployer plan (as defined in Section 3(37) of ERISA). (e) Except as contemplated by Section 5.5 and Section 5.6, the Company nor consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event: (i) entitle any ERISA Affiliate contributes current or former employee, consultant, officer or other service provider of the Partnership, the General Partner or their respective Subsidiaries (or, to the Knowledge of the Partnership and the General Partner, Seconded Employees), to any material payment, (ii) accelerate the time of payment or vesting, or materially increase the amount, of compensation due any such employee, consultant, officer or other service provider of the Partnership, the General Partner or their respective Subsidiaries, (iii) trigger any funding (through a grantor trust or otherwise) of material compensation or benefits, or (iv) trigger any other material compensatory obligation, benefit (including loan forgiveness), requirement or restriction. (f) No amount or benefit that would be, or has ever contributed tobeen, received (whether in cash or otherwise incurred property or the vesting of property or the cancellation of indebtedness) by any withdrawal liability undercurrent or former employee or other service provider of the Partnership, any multiemployer plan the General Partner or their respective Subsidiaries who is a “disqualified individual” (within the meaning of Section 3(37280G of the Code) would reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” the Code) as a result of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part consummation of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISAtransactions contemplated by this Agreement. (g) No Partnership Benefit Plan nor any award thereunder constitutes non-qualified deferred compensation under Section 409A of the Code. No director, officer, employee or service provider of the Partnership, the General Partner or their respective Subsidiaries is entitled to a gross-up, make-whole, reimbursement or indemnification payment with respect to Taxes imposed under Section 409A or Section 4999 of the Code. (h) Except as would notnot have, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect, (i) there is are no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge Knowledge of the CompanyPartnership and the General Partner, threatened against claims by any employee or affecting the Company beneficiary covered under any Partnership Benefit Plan or otherwise involving any Company Subsidiary, and neither the Company nor Partnership Benefit Plan (other than routine claims for benefits). (i) No Partnership Benefit Plan provides benefits or compensation to any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout employees or other labor dispute by service providers who reside or with respect to its employees within perform services primarily outside of the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesUnited States.

Employee Benefit Plans. (a) Section 4.11(a4.12(a) of the Company Disclosure Schedule lists sets forth a complete and accurate list of each Company Benefit Plan. With respect to each Company Benefit Plan, the Company has provided to Merger Sub complete and accurate copies of (i) each such Company Benefit Plan, including any material amendments thereto, and descriptions of all material employee benefit plans terms of any such plan that is not in writing, (as defined in Section 3(3ii) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonuseach trust, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance annuity or other benefit plansfunding Contract related thereto, programs or arrangements(iii) all summary plan descriptions, including any summary of material modifications, and all any other material employmentnotice or description provided to retired, terminationformer or current employees, severance officers, consultants, independent contractors or other contracts or agreements (other than individual option agreements) 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, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant directors of the Company or any Company Subsidiary (collectively, the “PlansService Providers”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (iiv) the Plansmost recent financial statements and actuarial or other valuation reports prepared with respect thereto, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iiiv) the most recently received IRS determination letter, if any, relating issued by the IRS with respect to any Company Benefit Plan that is intended to qualify under Section 401(a) of the Plans and Code, (ivvi) the most recent summary plan description for such Plans annual report on Form 5500 (or other descriptions of such Plans provided to employees) and all schedules thereto) required to be filed with the IRS with respect thereto and (vii) all other material modifications theretofilings and material correspondence with any Governmental Entity (including any correspondence regarding actual or, to the knowledge of the Company, threatened audits or investigations) with respect to each Company Benefit Plan. (b) Each Company Benefit Plan (and any related trust or other funding vehicle) has been operated established, maintained and administered in all material respects in accordance with its terms and is in compliance in all material respects with ERISA, the requirements Code and all other applicable laws. (c) The Company has no Company Benefit Plans that are maintained primarily for the benefit of all applicable Laws, including ERISA and Service Providers outside of the Code. United States. (d) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has timely received or Section 401(k) of the Code has received applied for a favorable determination letter from the IRS, or is entitled to rely on a favorable opinion issued by letter from the IRS, in either case, that has not been revoked and, to the knowledge of the Company, no fact event or event circumstance exists that has occurred since the date of such determination letter adversely affected or letters from the IRS would reasonably be expected to adversely affectaffect such qualification or exemption. None of the Company, any Company Subsidiary, any Company Benefit Plan, any trustee, administrator or other third-party fiduciary or party-in-interest, with respect to any Company Benefit Plan, has engaged in any breach of fiduciary responsibility or non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) which could result in the imposition of a material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in penalty assessed pursuant to Section 4.11(c502(i) of ERISA or a material Tax imposed by Section 4975 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of Code on the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth No Proceeding has been brought, or is overtly threatened in written communication with the Company, against or with respect to any Company Benefit Plan, including any audit or inquiry by the IRS or the United States Department of Labor (other than routine claims for benefits arising under such plans). (f) No Company Benefit Plan is, and neither the Company nor any ERISA Affiliate thereof sponsors, maintains, contributes to, or has ever sponsored, maintained, contributed to, or has any actual or contingent liability with respect to any (i) single employer plan or other pension plan that is subject to Section 4.11(e) 302 or Title IV of ERISA or Section 412 of the Company Disclosure ScheduleCode, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a (ii) “parachute paymentmultiple employer plan” within the meaning of Section 413(c) of the Code, (iii) any “multiemployer plan” within the meaning of Section 3(37) of ERISA) or (iv) multiple employer welfare arrangement (within the meaning of Section 3(4) of ERISA). (g) None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of any transaction contemplated by this Agreement, nor the Company’s compliance with any of the provisions of this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the Effective Time), will result in any “parachute payment” under Section 280G of the Code after giving effect Code. The Company has made available to Parent copies of any Section 280G calculations prepared (whether or not final) with respect to any disqualified individual in connection with the transactions contemplated by this Agreement. (fh) Neither The Company does not have any liability in respect of, or obligation to provide, post-retirement health, medical, disability, life insurance benefits or other welfare benefits for Service Providers (or the spouses, dependent or beneficiaries of any Service Providers), whether under a Company Benefit Plan or otherwise, except as required to comply with Section 4980B of the Code or any similar law. (i) None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company nor of the Offer, the Merger or any ERISA Affiliate sponsors other transaction contemplated by this Agreement, or has sponsored the Company’s compliance with any of the provisions of this Agreement will (either alone or in conjunction with any other event, including any termination of employment on or following the past six years Effective Time) (i) entitle any Service Provider to any compensation or benefit, (ii) accelerate the time of payment or vesting, increase the amount of payment, or trigger any payment or funding, of any compensation or benefit or trigger any other material obligation under any Company Benefit Plan, (iii) trigger any funding (through a grantor trust or otherwise) of compensation, equity award or other benefits, (iv) otherwise give rise to any material liability under any Company Benefit Plan or (v) limit or United States based pension plan in restrict the case right to merge, materially amend, terminate or transfer the assets of an ERISA Affiliateany Company Benefit Plan on or following the Effective Time. (j) that is subject to Title IV No Company Benefit Plan provides for any gross-up, reimbursement or additional payment by reason of any Tax imposed under Section 409A or Section 302 of ERISA or Section 412 or 4971 4999 of the Code. Neither the Each Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer Benefit Plan that constitutes a nonqualified deferred compensation plan (within the meaning of Section 3(37409A of the Code) of ERISA). For purposes of this is set forth in Section 4.11(f), an entity is an “ERISA Affiliate” 4.12(j) of the Company if it would have ever Disclosure Schedule and has been considered maintained and operated in material good faith documentary and operational compliance with Section 409A or the Code or an available exemption therefrom, other than any instance where such non-compliance can be corrected without a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, material Liability to the knowledge of Person either under an Internal Revenue Service correction program or under the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been principles set forth in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesProposed Treasury Regulation 1.409A-4.

Employee Benefit Plans. (a) Section 4.11(a3.9(a) of the Company Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonusBenefit Plans sponsored, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) 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, contributed to or sponsored required to be contributed to by the Company Company, any of its Subsidiaries, or any Company Subsidiary for of their ERISA Affiliates, or under which the benefit Company, any of any current or former employee, officer, director or consultant of the Company its Subsidiaries or any Company Subsidiary of their ERISA Affiliates may have any liability (collectively, contingent or otherwise) (the “Company Benefit Plans”). The Copies of the Company has Benefit Plans and any amendments thereto have been made available to Parent copiestogether with any applicable trust documents, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions and summaries of such Plans provided to employeesmaterial modifications, if applicable), non-discrimination testing results, actuarial valuations, annual report (Form 5500 including, if applicable, Schedule B thereto) and all material modifications theretotax return (Form 990) prepared in connection with any such plan or related trust. Except as set forth in Section 3.9(a) of the Company Disclosure Schedule, neither the Company nor, to the knowledge of the Company, any other person or entity has any express or implied commitment, whether legally enforceable or not, to adopt, terminate or materially modify any Company Benefit Plan, other than with respect to a modification or termination required by ERISA or the Code. For purposes of this Agreement, “ERISA Affiliate” of any entity means any other person, entity, trade or business (whether or not incorporated) that, together with such entity, would be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code. (b) Each Except for such non-compliance which would not, individually or in the aggregate, materially and adversely affect the ability of the Company and its Subsidiaries to operate their business in the ordinary course consistent with past practices, (i) each Company Benefit Plan has been operated maintained and administered in all material respects in accordance compliance with its terms and the requirements of all with applicable LawsLaw, including ERISA and the CodeCode to the extent applicable thereto, and (ii) all contributions required to be made under the terms of any Company Benefit Plan have been timely made or, if not yet due, have been properly reflected in the Company’s financial statements in accordance with GAAP. Each Except as set forth in Section 3.9(b) of the Company Disclosure Schedule, any Company Benefit Plan that 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 or equivalent opinion letter from the IRSInternal Revenue Service, or is entitled and the Company has made available to rely on Parent a favorable opinion issued by the IRS, and, to the knowledge copy of the Company, no fact or event has occurred since the date of most recent such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any for each such Plan or the exempt status of any such trustCompany Benefit Plan. (c) Except as set forth in Section 4.11(c3.9(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors its Subsidiaries maintains, contributes to or is required to contribute to, or has sponsored in the past six years maintained, contributed to or been required to contribute to any Plan that plan or arrangement which provides for any post-employment or post-retirement health or retiree medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiarywelfare benefits, except as required by pursuant to the continuation coverage requirements of Section 601 et. Seq. of ERISA or Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e3.9(d) of the Company Disclosure Schedule, no Planneither the Company, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company its Subsidiaries nor any of their ERISA Affiliate sponsors Affiliates maintains, contributes to or is required to contribute to, or has sponsored in the past six years maintained, contributed to or been required to contribute to any Benefit Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither None of the Company nor any ERISA Affiliate contributes to Benefit Plans is a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), a “multiple employer plan” (as defined in Section 413(c) of the Code) or has ever contributed to, or otherwise incurred any withdrawal liability under, any a “multiemployer plan plan” (within the meaning of as defined in Section 3(37) of ERISA). For purposes of this , and neither the Company, its Subsidiaries nor any other their ERISA Affiliates has during the past six years maintained or contributed to, or been required to contribute to, or otherwise had any obligation or liability in connection with, such a multiple employer plan or multiemployer plan. (e) Except as set forth in Section 4.11(f), an entity is an “ERISA Affiliate” 3.9(e) of the Company if it would have ever been considered Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee, consultant, officer or other service provider of the Company or any of its Subsidiaries to severance pay, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, consultant, officer or other service provider or (iii) trigger any payment or funding (through a single employer grantor trust or otherwise) of compensation or benefits, or (iv) increase the amount payable or trigger any other material obligation, benefit (including loan forgiveness), requirement or restriction pursuant to any Company Benefit Plan or otherwise. Without limiting the foregoing, Section 3.9(e) of the Company Disclosure Schedule sets forth a list of employment or consulting agreements with the Company under 4001(bcontaining “change in control” or similar provisions that will be triggered by the consummation of the Merger or the entry into this Agreement by the Company. (f) Except as occasioned by differences between the Original Merger Agreement and this Agreement, and except as set forth on Section 3.9(f) of ERISA the Company Disclosure Schedule, no amount or part benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any current or former employee or other service provider of the same controlled group as Company or any Subsidiary of the Company for purposes who is a “disqualified individual” within the meaning of Section 302(d)(8)(C280G of the Code could be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of ERISAthe Code) as a result of the consummation of the transactions contemplated by this Agreement. (g) Except as set forth on Section 3.9(g) of the Company Disclosure Schedule, each Company Benefit Plan and any award thereunder (i) has been operated in good faith compliance in all material respects with Section 409A of the Code since January 1, 2005, and all applicable regulations and notices issued thereunder, and (ii) since January 1, 2009, has been in all material respects in documentary compliance with Section 409A of the Code. Each Company Stock Award was granted with an exercise price not less than the fair market value of the underlying Company Common Stock on the date of grant. Except as set forth on Section 3.9(g) of the Company Disclosure Schedule, no director, officer, employee or service provider of the Company or its affiliates is entitled to a gross-up, make-whole or indemnification payment with respect to taxes imposed under Section 409A or Section 4999 of the Code. (h) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against materially and adversely affect the ability of the Company or any Company Subsidiaryand its Subsidiaries to operate their business in the ordinary course consistent with past practices, (ii) there is are no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge Company’s knowledge, threatened claims by or on behalf of any Company Benefit Plan, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for benefits). (i) Except as set forth on Section 3.9(i) of the CompanyCompany Disclosure Schedule, threatened against no Company Benefit Plan provides benefits or affecting the Company or compensation to any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout employees or other labor dispute by service providers who reside or with respect to its employees within provide services primarily outside of the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesUnited States.

Employee Benefit Plans. (a) Section 4.11(a) of the Company Disclosure Schedule lists all material All employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stockcompensation, incentive, deferred compensation, retiree medical fringe or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangementsprograms, and all material employmentpolicies, termination, severance commitments or other contracts arrangements (whether or agreements (other than individual option agreementsnot set forth in a written document) to which the Company covering any active or former employee, director or consultant of Company, or any Company Subsidiary trade or business (whether or not incorporated) which is a partyunder common control with Company, 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, director or consultant of the Company or any Company Subsidiary liability (collectively, the “Company Plans”). The Company has made available to Parent copies, which are correct ) have been maintained and complete administered in all material respectsrespects in compliance with their respective terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Company Plans, and all liabilities with respect to the Company Plans have been properly reflected in the financial statements and records of Company. No suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of Company Plan activities) has been brought, or, to the knowledge of Company, is threatened, against or with respect to any Company Plan. There are no audits, inquiries or proceedings pending or, to the knowledge of Company, threatened by any governmental agency with respect to any Company Plan. All contributions, reserves or premium payments required to be made or accrued as of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating date hereof to the Plans plans have been timely made or accrued. Company does not have any plan or commitment to establish any new Company Plan, to modify any Company Plan (except to the extent required by law or to conform any such Company Plan to the requirements of any applicable law, in each case as previously disclosed to Parent in writing, or as required by this Agreement), or to enter into any new plan. Each Company Plan can be amended, terminated or otherwise discounted after the Closing in accordance with its terms, without liability to Parent or Company (other than ordinary administration expenses and (iv) the most recent summary plan description expenses for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretobenefits accrued but not yet paid). (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth disclosed in Section 4.11(c) Schedule 2.14 of the Company Disclosure Schedule, neither the Company execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any Company Subsidiary sponsors payment (including severance, unemployment compensation, golden parachute, bonus or has sponsored otherwise) becoming due to any Plan that provides for any post-employment stockholder, director or post-retirement health or medical or life insurance benefits for retired, former or current employees employee of the Company or under any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, Plan or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiaryotherwise, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or materially increase any benefits otherwise payable under any Company SubsidiaryPlan, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to result in the acceleration of the time of payment or relating to the Company or vesting of any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxessuch benefits.

Employee Benefit Plans. (a) Section 4.11(a3.11(a) of the Company Seller Disclosure Schedule lists Schedules sets forth a list, as of the date hereof, of all material employee benefit plans (as defined Company Plans broken out by jurisdiction. For purposes of this Section 3.11(a), each individual change in Section 3(3) of the Employee Retirement Income Security Act of 1974 (control agreement shall be deemed “ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to which the Company or any Company Subsidiary is a party, with material.” With respect to which the each material 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, director or consultant of the Company or any Company Subsidiary (collectivelyPlan, the “Plans”). The Company Seller has made available to Parent copies, which are correct the Buyer a true and complete in all material respectscopy of each such Company Plan, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letterincluding any trust instruments and/or insurance Contracts, if any, relating to the Plans forming a part thereof, all amendments thereto, and (iv) all current summary plan descriptions, as applicable, and the most recent summary determination or opinion letter from the IRS, all government and regulatory approvals received from any foreign Governmental Authority, the two most recent annual reports on Form 5500 (including all exhibits and attachments thereto), the two most recent actuarial reports and the two most recent audited financial reports for any funded Company Plan. None of the Seller, the Companies or the Companies’ Subsidiaries have made any plan description for such Plans (or other descriptions of such Plans commitment, to create any additional Company Plan or modify or change any existing Company Plan that would materially increase the compensation or benefits provided to employees) and all material modifications theretothereunder. (b) Each Company Plan has been operated maintained in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code and all other applicable Laws. The TS Business has performed all material obligations required to be performed by it under any Company Plan and is not in any material respect in default under or in violation of any Company Plan. As of the date hereof, no Action (other than routine claims for benefits in the ordinary course of business consistent with past practice) is pending or, to the Knowledge of the Seller, threatened with respect to any Company Plan or any trusts related thereto. (c) With respect to each Company Plan, (i) no breaches of fiduciary duty under which the Companies or their Subsidiaries could reasonably be expected to incur a material liability have occurred, (ii) no non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred with respect to which the Companies or their Subsidiaries could reasonably be expected to incur any Liability, (iii) no lien imposed under the Code. , ERISA or any foreign Law exists, and (iv) all contributions, premiums and expenses to or in respect of such Company Plan have been timely paid in full or accrued in accordance with GAAP (other than with respect to amounts not yet due). (d) (i) Each Company Plan that is intended to be qualified under Section 401(a) of the Code has received a determination or opinion letter from the IRS that it is so qualified and each related trust that is intended to be exempt from federal income taxation under Section 401(k501(a) of the Code has received a favorable determination or opinion letter from the IRSIRS that it is so exempt, (ii) the consummation of the transactions contemplated hereby will not adversely affect such qualification or is entitled to rely on a favorable opinion issued by the IRS, and, such exempt status and (iii) to the knowledge Knowledge of the CompanySeller, no fact or event has occurred since the date of such determination letter that has or letters from the IRS would reasonably be expected to adversely affect, in any material respect, affect the qualified status of any such Company Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the With respect to each Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Section 302 or Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither : (A) the minimum funding standard under Section 302 of ERISA and Sections 412 and 430 of the Code has been satisfied and no waiver of any minimum funding standard or any extension of any amortization period has been requested or granted, (B) all premiums to the Pension Benefit Guaranty Corporation have been timely paid in full, (C) no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA has been or is reasonably expected to be incurred by the Companies or their Subsidiaries, (D) as of the date hereof no notice of intent to terminate any such Company nor Plan has been filed and no amendment to treat any such Company Plan as terminated has been adopted, and there have been no proceedings instituted (by the Pension Benefit Guaranty Corporation or otherwise) to treat any such Company Plan as terminated and (E) the obligations of the Companies and their Subsidiaries under such Company Plan are fully funded or, to the extent no funding is required under applicable Law, adequate accruals under Unaudited Financial Statements. (f) No liability under Title IV of ERISA has been incurred by the Companies, their Subsidiaries or any other employee benefit plan, program, agreement or arrangement, in any case, which is sponsored, maintained or contributed to or required to be contributed to by the Companies or their Subsidiaries, or any ERISA Affiliate contributes that has not been satisfied in full (other than with respect to amounts not yet due), and no condition exists that presents a risk to the Companies, their Subsidiaries or has ever contributed to, or otherwise incurred any withdrawal ERISA Affiliate of the Companies of incurring a liability under, any thereunder. (g) No Company Plan is a “multiemployer plan (plan” within the meaning of Section 3(374001(a) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” none of the Company if it would Companies nor their Subsidiaries has any obligation to contribute to any such plan and, following the Closing, the Companies and their Subsidiaries will not have ever been considered a single employer any liability with respect to any such plan by virtue of their former relationship with the Company under 4001(b) of Seller and its ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISAAffiliates. (gh) Except No Company Plan provides health, life insurance, or death benefits to current or former employees beyond such employee’s termination of employment or service, other than as would notrequired under Section 4980B of the Code. (i) None of the Companies or any of their Subsidiaries currently has and none of the Companies, individually their Subsidiaries nor the Buyer or any of its Affiliates shall, in connection with the transactions contemplated by this Agreement or the Reorganization, incur or retain any liability under, arising out of or with respect to any of the Seller Plans or any other Employee Benefit Plan other than the Company Plans except as specifically provided (w) with respect to vacation accrual pursuant to Section 4.1(e) of the Employee Matters Agreement, (x) with respect to the Seller Incentive Plans (as such term is defined in the Employee Matters Agreement) pursuant to Section 5.1 of the Employee Matters Agreement, (y) with respect to the Companies’ and their Subsidiaries’ assumption of certain Individual Agreements (as such term is defined in the Employee Matters Agreement) pursuant to Section 5.3(b)(i) of the Employee Matters Agreement, and (z) with respect to Buyer’s assumption of certain non-qualified deferred compensation liabilities pursuant to Section 5.4 of the Employee Matters Agreement. (j) The NewCo Employees (other than NewCo Employees who are Corporate Services or Shared Services employees (as such terms are defined in the schedules to the Employee Matters Agreement)) have devoted at least 50% of their working time to the TS Business for the 6 months prior to the date hereof (or the period of time in which the individual has been employed by the Seller and its Affiliates if shorter) and Seller shall cause each such NewCo Employee (other than NewCo Employees who are Corporate Services or Shared Services employees (as such terms are defined in the schedules to the Employee Matters Agreement)) to continue to devote at least 50% of his or her working time to the TS Business from the date hereof through the Closing Date or, if earlier, such NewCo Employee’s termination of employment with Seller and its Affiliates. Other than the employees of Seller and its Affiliates who are Corporate Services or Shared Services employees (as such terms are defined in the schedules to the Employee Matters Agreement), all employees of Seller and its Affiliates who have devoted at least 50% of their working time to the TS Business for the 6 months prior to the date hereof (or the period of time in which the individual has been employed by the Seller and its Affiliates if shorter) and who are actively employed by Seller and its Affiliates as of the Closing Date will be NewCo Employees. (k) The execution and delivery of this Agreement, and performance of the transactions contemplated hereby (including the implementation of the Reorganization), will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under or in respect of any Seller Plan or Company Plan that will or may result in any payment (whether of severance pay or otherwise), becoming due, acceleration, forgiveness of indebtedness, vesting, distribution of or increase in benefits, obligation to fund benefits, or any liability being incurred to any Seller Plan or Company Plan (or their trustees or administrators), or to any Governmental Authority in relation to a Seller Plan or Company Plan, under any applicable Law or to any current or former director, officer, employee or consultant (or entitle any such person to treat himself as dismissed); (ii) result in the aggregatetriggering or imposition or any restrictions or limitations on the right of the Companies or their Subsidiaries to amend or terminate any Company Plan (or result in adverse consequences for so doing); or (iii) result in any payment that could be characterized as an “excess parachute payment” under Section 280G(b)(1) of the Code. Neither the Companies nor any of their Subsidiaries is a party to, reasonably or is otherwise obligated under, any plan, policy, agreement or arrangement that provides for the gross-up or reimbursement of Taxes imposed under Section 409A or 4999 of the Code (or any corresponding provisions of state or local Law relating to tax). (l) With respect to each Company Plan in jurisdictions outside of the United States (i) that is required to be expected to have a Material Adverse Effectregistered, such plan has been so registered, (iii) that is intended to be funded and/or book-reserved, such plan is funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions, (iii) there is no unfair labor practice charge or complaint pending against Action (other than immaterial claims for benefits in the Company or any Company Subsidiary, (iiordinary course of business consistent with past practice) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge Knowledge of the CompanySeller, threatened against or affecting the Company or any Company Subsidiarythreatened, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) such plan has been maintained in good standing with applicable regulatory authorities, (v) the Company obligations of the Companies and each of their Subsidiaries under such Company Subsidiary arePlan are fully funded or, to the extent no funding is required under applicable Law, adequate accruals under GAAP are reflected in the Unaudited Financial Statements, (vi) if intended to be qualified for favorable Tax treatment or exempt from Taxes, is, to the Seller’s Knowledge, so qualified or exempt, and at (vii) such plan has been maintained in all times have been material respects in compliance with, all accordance with its terms and applicable Laws relating to employment Laws. (m) Section 3.11(m) of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesSeller Disclosure Schedule sets forth each Company Plan that is a defined benefit pension plan.

Employee Benefit Plans. (a) Section 4.11(a) Copies of the Company Disclosure Schedule lists all material employee benefit plans (including without limitation all "employee benefit plans" as defined in Section 3(3) of ERISA) which cover or have covered employees, former employees or directors of the Company or any of its ERISA Affiliates (as hereinafter defined) or any person treated by the Company or an ERISA Affiliate as an independent contractor for tax purposes ("Independent Contractor") and all other plans, policies, ---------------------- arrangements and agreements providing material compensation, severance or other benefits to any current or former employee, director or Independent Contractor of the Company or any of its Subsidiaries (the "Company Benefit Plans") are --------------------- listed on Schedule 6.10 attached hereto, and copies of all such Company Benefit Plans and all Benefit Plan Related Documents (as hereinafter defined) have previously been provided to Purchaser. To the extent applicable, the Company Benefit Plans comply with the requirements of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”")) , the Code and all material bonusany other applicable ----- law. None of any Company Benefit Plan, stock optionor any officer, stock purchaseemployee, restricted stockformer employee or director of the Company, incentiveany Subsidiary or any ERISA Affiliate, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to which the Company or any Company Subsidiary is a party, with respect to which the Company of its Subsidiaries or ERISA Affiliates has incurred any Company Subsidiary has any obligation liability 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, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that is intended to be qualified penalty under Section 401(a) 4975 of the Code or Section 401(k502(i) of the Code ERISA or has received a favorable determination letter from the IRS, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, engaged in any material respect, the qualified status of transaction that is reasonably likely to result in any such Plan liability or the exempt status of any such trustpenalty. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (fb) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years ever (i) maintained any Company Benefit Plan (or United States based pension plan in the case of an ERISA Affiliate) that is which has been subject to Title IV of ERISA, (ii) been required to contribute to, or otherwise incurred any liability in connection with, any "multiemployer plan" as defined in Section 4001(a)(3) or Section 302 3(37) of ERISA ERISA, (iii) except to the extent reflected in the financial statements (and the notes thereto) attached to the Company's Annual Report filed on Form 10-K for the fiscal year ended December 31, 1998, provided heath care or any other non-pension benefits to any employees after their employment is terminated (other than as required by Part 6 of Subtitle B of Title I of ERISA), or (iv) maintained any Company Benefit Plan or other contract that individually or collectively provides for the payment by the Company or any of its Subsidiaries of any amount that is or could be an "excess parachute payment" pursuant to Section 280G of the Code or that is not or would not be deductible under Section 162(a)(1) of the Code or Section 412 or 4971 404 of the Code. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby or any related transactions will result in the acceleration or creation of any rights of any person to benefits under any Company Benefit Plan (including, without limitation, the acceleration of the vesting or exercisability of any stock options, the acceleration of the vesting of any restricted stock, the acceleration of the accrual or vesting of any benefits under any pension plan or the acceleration or creation of any rights under any severance, parachute or change in control agreement). (d) There is no action, order, writ, injunction, judgment or decree outstanding or claim (other than routine claims for benefits), suit, litigation, proceeding, arbitral action, governmental audit or investigation relating to or seeking benefits under any Company Benefit Plan that is pending, threatened or anticipated against the Company, any ERISA Affiliate or any Company Benefit Plan. Neither the Company nor any ERISA Affiliate contributes has any announced plan or legally binding commitment to create any additional employee benefit plans or agreements of the Company or any ERISA Affiliate or to amend or modify any existing Company Benefit Plan. (e) No event has ever contributed tooccurred in connection with which the Company, any ERISA Affiliate or any Company Benefit Plan, directly or indirectly, could be subject to any material liability (i) under any statute, regulation or governmental order relating to any Company Benefit Plan or (ii) pursuant to any obligation of the Company or any ERISA Affiliate to indemnify any person against liability incurred under any such statute, regulation or order as they relate to the Company Benefit Plans. (f) For purposes of this Agreement, "ERISA Affiliate" means any business or entity that is a member of the same "controlled group of corporations" under "common control" or an "affiliated service group" with an entity within the meanings of Sections 414(b), (c) or (m) of the Code, or otherwise incurred any withdrawal liability underrequired to be aggregated with the entity under Section 414(o) of the Code, any multiemployer plan (or is under "common control" with the entity, within the meaning of Section 3(374001(a)(14) of ERISA), or any regulations promulgated or proposed under any of the foregoing Sections. For purposes of this Section 4.11(f)Agreement, an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, "Benefit Plan Related Documents" means (i) there is no unfair labor practice charge each ------------------------------ Company Benefit Plan (and, if applicable, related trust agreements) which covers or complaint pending against has covered current or former employees, directors or Independent Contractors of the Company or any ERISA Affiliate and all amendments thereto, all material written interpretations or descriptions thereof which have been distributed to employees of the Company Subsidiaryor its ERISA Affiliates and all annuity contracts or other funding instruments with respect to a Company Benefit Plan, (ii) there is no labor strike, slowdown, work stoppage, lockout the most recent determination or labor dispute pending or, opinion letter issued by the Internal Revenue Service as to the knowledge qualification under Section 401(a) of the CompanyCode, threatened against or affecting the analogous ruling, if any, required under foreign law for each applicable Company or any Company SubsidiaryBenefit Plan, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and three most recent plan years, Annual Reports on Form 5500 Series (ivor analogous periodic report, if any, required under foreign law) the required to be filed with any governmental agency for each applicable Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesBenefit Plan.

Employee Benefit Plans. (a) Section 4.11(a4.10(a) of the Company Disclosure Schedule lists all material employee benefit plans (lists, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) date hereof, all employment and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other consulting contracts or agreements (other than individual option agreements) to which the Company or any Company Subsidiary is a partyparty or bound, with respect to which the Company or any Company Subsidiary has any obligation (other than (i) the Company or any Company Subsidiary’s standard form(s) of at-will offer letter or consulting agreement, which forms have been made available to Acquiror and/or its Representatives in the Virtual Data Room, and permit(s) termination of employment: (x) by the Company or a Company Subsidiary with no more than ten (10) day’s advance notice, and (y) without severance or other payment or penalty obligations of the Company or any Company Subsidiary, or (ii) customary employee or officer (or similar) indemnification obligations under employment and consulting agreements that have terminated and as to which no indemnity claim is presently outstanding or unpaid). Section 4.10(a) of the Company Disclosure Schedule also lists, as of the date hereof, all material Employee Benefit Plans that are maintained, contributed to, required to be contributed to, or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of and/or consultant, and under which the Company or any Company Subsidiary has or could reasonably be expected to incur any liability (contingent or otherwise) (collectively, whether or not material, the “Plans”). The . (b) With respect to each material Plan, the Company has made available to Parent copiesAcquiror and/or its Representatives in the Virtual Data Room, which are correct and complete in all material respects, of the following: if applicable (i) a true and complete copy of the Planscurrent plan document and all amendments thereto and each trust or other funding arrangement, (ii) copies of the annual report most recent summary plan description and any summaries of material modifications, (Form 5500iii) a copy of the 2019 filed with the Internal Revenue Service (“IRS”) for Form 5500 annual report and accompanying schedules (or, if not yet filed, the last yearmost recent draft thereof), (iiiiv) copies of the most recently received IRS determination letterdetermination, if anyopinion or advisory letter for each such Plan, relating to the Plans and (ivv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, non-routine correspondence from any Governmental Authority with respect to any Plan within the qualified status of any such Plan or the exempt status of any such trust. past three (c3) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither years. Neither the Company nor any Company Subsidiary sponsors has any express commitment to modify, change or has sponsored terminate any Plan that provides for any post-employment Plan, other than with respect to a modification, change or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as termination required by Section 4980B of ERISA or the Code, or other applicable Law. (dc) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms None of the Plans to have paid as contributions to such Plans on is or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” was within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. past six (f6) Neither years, nor does the Company nor any ERISA Affiliate sponsors have or has sponsored in the past six years reasonably expect to have any Plan (liability or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability obligation under, any (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA), (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) subject to Section 412 of the Code and/or Title IV of ERISA, (iii) a multiple employer plan subject to Section 413(c) of the Code, or (iv) a multiple employer welfare arrangement under ERISA. For purposes of this Section 4.11(f)Agreement, an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer shall mean any entity that together with the Company under 4001(b) of ERISA or part of the same controlled group as the Company would be deemed a “single employer” for purposes of Section 302(d)(8)(C4001(b)(1) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectERISA and/or Sections 414(b), (ic) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, and/or (iim) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesCode.

Employee Benefit Plans. (a) Section 4.11(a) of the Company Disclosure Schedule lists all material With respect to each employee benefit plans plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”")) and all material bonus), stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical maintained or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) contributed to which by the Company or any Company Subsidiary is a partywith respect to any current or former director, officer or employee of the Company or any Company Subsidiary, or with respect to which the Company or any Company Subsidiary has any obligation could incur liability under Section 4069, 4201 or which are maintained, contributed to or sponsored by 4212(c) of ERISA (the "Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectivelyBenefit Plans"), the “Plans”). The Company has made available to Parent copies, which are a true and correct and complete in all material respects, copy of the following: (i) the Plans, (ii) the most recent annual report (Form 5500) filed with the Internal Revenue Service (“the "IRS”"), (ii) for the last yearsuch Company Benefit Plan, (iii) the most recently received IRS determination letter, if any, each trust agreement relating to the Plans and such Company Benefit Plan, (iv) the most recent summary plan description for such Plans each Company Benefit Plan for which a summary plan description is required, (v) the most recent actuarial report or other descriptions valuation relating to a Company Benefit Plan subject to Title IV of such Plans provided ERISA, if any, and (vi) the most recent determination letter, if any, issued by the IRS with respect to employees) and all material modifications thereto. (b) Each any Company Benefit Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(kCode. (b) of With respect to the Code Company Benefit Plans, no event has received a favorable determination letter from the IRS, or is entitled to rely on a favorable opinion issued by the IRS, occurred and, to the knowledge of the Company, there exists no fact condition or event has occurred since the date set of such determination letter or letters from the IRS to adversely affectcircumstances, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by connection with which the Company or any Company Subsidiary that would constitute a “parachute payment” within could be subject to any liability under the meaning terms of Section 280G of such Company Benefit Plans, ERISA, the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor or any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except other applicable Law except as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither . Neither the Company nor any Company Subsidiary has experienced any strikeactual or contingent material liability under Title IV of ERISA (other than the payment of premiums to the Pension Benefit Guaranty Corporation). None of the Company Benefit Plans is a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA). (c) The Company has made available to Parent (i) copies of all employment agreements and severance agreements with executive officers of the Company and (ii) copies of all plans, slowdownprograms, work stoppage, lockout or agreements and other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to arrangements of the Company or any Company Subsidiary pending before with or relating to its or such Company Subsidiary's employees which contain change in control provisions. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any Governmental Authority responsible for the prevention payment (including, without limitation, severance, unemployment compensation, "golden parachute" or otherwise) becoming due to any director, officer or employee of unlawful employment practices and (iv) the Company and each or any Company Subsidiary areunder any Company Benefit Plan or otherwise, and at all times have been (ii) increase any benefits otherwise payable under any Company Benefit Plan or (iii) result in compliance with, all applicable Laws relating any acceleration of the time of payment or vesting of any benefits (including under the Company Stock Option Plans). (d) No Company Benefit Plan provides retiree medical or retiree life insurance benefits to employment of labor, including all applicable Laws relating any person (except to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxesextent required by Law).

Employee Benefit Plans. (a) Section 4.11(aSchedule 2.13(a) sets forth a complete and correct list of all material Company Benefit Plans. None of the Company Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to which the Company or any Company Subsidiary Benefit Plans is a partyStandalone Plan and, with respect to which except as set forth on Schedule 2.13(a), neither the Company or Seller nor 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, director or consultant other member of the Company Group has any Liabilities under, or with respect to, any Company Subsidiary (collectivelyBenefit Plan. With respect to each material Company Benefit Plan, the “Plans”). The Company Seller has made available to Parent copiesBuyer a complete and correct copy or, which are correct and complete in all material respectsif not written, summary of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary applicable plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretodocument. (b) Each Company Benefit Plan (including any related trust) has been established, operated and administered in all material respects in accordance substantial compliance with its terms and the requirements of all applicable Laws, including ERISA ERISA, the Code, and the CodePatient Protection and Affordable Care Act of 2010. Each No Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code and no member of the Company Group has maintained, sponsored or contributed to any Company Benefit Plan intended to be qualified under Section 401(k401(a) of the Code has received a favorable determination letter from the IRS, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge Code. As of the Company, no fact or event has occurred since the date of such determination letter or letters from this Agreement, there is no pending or, to Seller’s Knowledge, threatened material Action relating to any Company Benefit Plan with respect to the IRS Business Employees, except for routine claims for benefits, which could reasonably be expected to adversely affect, result in any material respect, liability to the qualified status of any such Plan or the exempt status of any such trustCompany. (c) Except as set forth in Section 4.11(c) No member of the Company Disclosure ScheduleGroup or any of their ERISA Affiliates has ever (i) maintained, neither the Company nor any Company Subsidiary sponsors sponsored, contributed to or has sponsored any Plan obligation to contribute to (whether contingent or otherwise) any plan that provides for is subject to Title IV of ERISA, or (ii) has any post-employment liability (contingent or post-retirement health otherwise) with respect to, any plan that is subject to Title IV of ERISA. There are no circumstances under which Buyer or medical any of its Affiliates could reasonably expect to be assessed any Liability under Title IV of ERISA or life insurance benefits for retired, former Section 412 or current employees 430 of the Code by reason of being treated as a single Person with Seller and its Affiliates prior to the Closing. No Company Benefit Plan is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, or is a “multi-employer plan” (as defined in Section 3(37) of ERISA). The Company has not withdrawn from any pension plan under circumstances resulting (or expected to result) in a liability to the Pension Benefit Guaranty Corporation. No Company Subsidiary, Benefit Plan provides welfare benefits after termination of employment except as to the extent required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) on Schedule 2.13(d), the execution, delivery and performance of this Agreement and the consummation of the Company Disclosure Scheduletransactions contemplated hereby will not, no Planwhether alone or in combination with any other event, either individually (i) entitle any Business Employee to severance pay or collectivelyany other payment, provides for (ii) result in any payment by becoming due, accelerate the Company time of payment or vesting of benefits, or increase the amount of compensation due to any Business Employee, (iii) result in any forgiveness of indebtedness, trigger any funding obligation in respect of any Company Subsidiary that would constitute a Benefit Plan or otherwise or (iv) result in any “parachute payment” to any “disqualified individual” (in each case within the meaning of Treasury Regulation Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate1.280G-1) that is subject could reasonably be construed, individually or in combination with any other such payment, to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan constitute an “excess parachute payment” (within the meaning of Section 3(37280G(b)(1) of ERISAthe Code). For purposes of this Section 4.11(f), an entity No Person is an “ERISA Affiliate” entitled to receive any additional payment (including any tax gross-up or other payment) from any member of the Company if it would have ever been considered Group as a single employer with the Company under 4001(b) of ERISA or part result of the same controlled group as imposition of the Company for purposes excise Taxes under Section 4999 of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company Code or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge Taxes required by Section 409A of the Company, threatened against Code or affecting due to loss of any Tax deduction under Section 280G of the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesCode.

Employee Benefit Plans. (a) Section 4.11(a) The Company Disclosure Letter sets forth a list of all plans and other arrangements which provide compensation or benefits to officers, directors or consultants or employee benefits to employees of the Company Disclosure Schedule lists or its Subsidiaries, including, without limitation, all material "employee benefit plans (plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”")) , and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance and other similar fringe or other employee benefit plans, programs or arrangements, and all material employment, termination, severance employment or other contracts or executive compensation agreements (other than individual option agreements) 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, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “"Company Plans”"). The All Company Plans comply with and are and have been operated in material compliance with each applicable provision of ERISA, the Code, other federal statutes, state law (including, without limitation, state insurance law) and the regulations and rules promulgated pursuant thereto or in connection therewith, except for any such failure to comply which would not have, individually or in the aggregate, a Material Adverse Effect. No Company Plan is covered by Title IV of ERISA or Section 412 of the Code. Neither the Company, any of its Subsidiaries, nor any affiliate of the Company as determined under Section 414(b), (c), (m) or (o) of the Code ("ERISA Affiliate") has failed to make any contributions or to pay any amounts due and owing as required by the terms of any Company Plan, which failure would have, individually or in the aggregate, a Material Adverse Effect. No amounts payable under the Company Plans will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code. True and complete copies of each written Company Plan have been made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Coderepresentatives. Each Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on neither the books and records Company, any of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company its Subsidiaries nor any ERISA Affiliate sponsors has promised any former employee or has sponsored in other individual not employed by the past six years Company, any Plan (of its Subsidiaries or United States based pension plan in the case of an any ERISA Affiliate) that is subject , medical or other benefit coverage, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate maintains or contributes to Title IV any plan or Section 302 arrangement providing medical benefits, life insurance or other welfare benefits to former employees, their spouses or dependents or any other individual not employed by the Company, any of its Subsidiaries or any ERISA or Section 412 or 4971 of Affiliate except to the Codeextent required by applicable law. Neither the Company nor any ERISA Affiliate contributes Subsidiary is a party or subject to any agreement, contract or has ever contributed toother obligation which would require the making of any payment, or otherwise incurred other than payments as contemplated by this Agreement, to any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” employee of the Company if it would have ever been considered or to any other Person as a single employer with the Company under 4001(b) of ERISA or part result of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge consummation of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxestransactions contemplated herein.

Employee Benefit Plans. (a) No Company Benefit Plan is an employee benefit plan subject to Section 4.11(a) 302 or Title IV of ERISA or Section 412, 430 or 4971 of the Company Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) Code. None of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to which the Company or any Company Subsidiary of its ERISA Affiliates has incurred or is a partyreasonably expected to incur any Controlled Group Liability that has not been satisfied in full. (b) Neither the Company, its Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the preceding six years, contributed to, been obligated to contribute to or had any liability (including any contingent liability) with respect to which any Multiemployer Plan or a plan that has two or more contributing sponsors, at least two of whom are not under common control, within the Company meaning of Section 4063 of ERISA. (c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (alone or in combination with any Company Subsidiary has other event) result in any obligation or which are maintained, contributed “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretoits Subsidiaries. (bd) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c3.9(d) of the Company Disclosure ScheduleLetter sets forth a true and complete list as of July 16, neither 2015 of (i) the names of the holders of outstanding Pinnacle equity-based awards (other than vested Company nor any Company Subsidiary sponsors Options) as to which all services creating the right to such awards (whether paid in cash or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees property) have been performed as of a particular taxable year of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has but which have not been made, or otherwise properly accrued on the books settled and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts would not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” be settled within the meaning two-and-one-half month period following the end of Section 280G of such taxable year in which the Code after giving effect last services required to earn the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, award were performed; and (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within each such Person, the last three (3) years, (iii) there are no charges with respect to or relating to the number of shares of Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesCommon Stock underlying such awards.

Employee Benefit Plans. (a) Section 4.11(aSchedule 2.12(a) of the Company Disclosure Schedule Schedules lists all material Plans. “Plan” means any “employee benefit plans (plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”)) , any plan, fund (including any superannuation fund, or other similar program or arrangement established or maintained outside of the United States primarily for the benefit of employees residing outside of the United States), and all any other material bonus, stock option, stock purchase, restricted stock, incentiveemployee compensation, deferred compensation, retiree medical or life insuranceincentive, supplemental severance, change in control, retirement, severance death, disability, medical, or employee benefit plan, program, policy or other benefit plansarrangement covering any active or former employee, programs director or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to which consultant of the Company or any Company Subsidiary is a partySubsidiary, in each case, with respect to which the Company or any Company Subsidiary has any obligation or which are maintainedliability, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: other than (i) the Plansstandard employment or consulting agreements that can be terminated at any time without severance or termination pay and upon notice of not more than 60 calendar days or such longer period as may be required by Legal Requirements, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last yearany plan, program, policy or other arrangement that is sponsored or maintained by a Governmental Entity or (iii) the most recently received IRS determination letterany plan, if anyprogram, relating to the Plans and (iv) the most recent summary plan description for such Plans (policy or other descriptions of such arrangement that covers only former directors, officers, employees, independent contractors and service providers and with respect to which the Company and the Subsidiaries have no remaining liabilities. All Plans provided to employees) have been maintained and all material modifications thereto. (b) Each Plan has been operated administered in all material respects in accordance compliance with its their respective terms and with the requirements of Legal Requirements which are applicable to such Plans, and all applicable Laws, including ERISA and the Code. Each Plan that is intended contributions required 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, or is entitled to rely on a favorable opinion issued by the IRS, and, made with respect to the knowledge Plans as of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts have been made or, if not yet due). (e) Except as set forth , are reflected in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the CodeFinancial Statements. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected material to have the Company and its Subsidiaries, taken as a Material Adverse Effectwhole, (ix) no suit, action or other litigation (excluding claims for benefits incurred in the ordinary course) has been brought, or, to the knowledge of the Company, is threatened, against or with respect to any Plan and (y) there is are no unfair labor practice charge audits, inquiries or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or by any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or Governmental Entity with respect to its employees within the last three (3any Plan. Except as disclosed in Schedule 2.12(a) years, (iii) there are no charges with respect to or relating to of the Company Schedules, each Plan can be amended, terminated or any Company Subsidiary pending before any Governmental Authority responsible otherwise discontinued after the Closing in accordance with its terms, without material liability to BRPA (other than ordinary administration expenses and amounts payable for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxesbenefits accrued but not yet paid).

Employee Benefit Plans. (ai) Section 4.11(a3.01(j) of the Company Disclosure Schedule lists all material contains a true and complete list of each "employee benefit plans plan" (as defined in within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”") (including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA or any of its foreign equivalents)) and all material bonus), stock purchase, stock option, stock purchaseseverance, restricted stockemployment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or compensation and all other employee benefit plans, programs agreements, programs, policies or arrangements, and all material other arrangements relating to employment, terminationbenefits or entitlements, severance whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or other contracts or agreements (other than individual option agreements) 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, contributed to or sponsored activities taken by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans Subsidiaries on or prior to the date of this Agreement (excluding Agreement), sponsored by the Company, any amounts of its Subsidiaries or any other entity such as a co-employer, whether formal or informal, oral or written, legally binding or not yet due). (e) Except as set forth in Section 4.11(e) under which any employee or former employee of the Company Disclosure Scheduleor any of its Subsidiaries has any present or future right to benefits based on such employee's employment with the Company or one of its Subsidiaries and under which the Company or any of its Subsidiaries has any present or future liability. All such plans, no agreements, programs, policies and arrangements are herein collectively referred to as the "Company Plans." (ii) With respect to each Company Plan, either individually the Company has delivered to Parent a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable, (A) any related trust agreement, annuity contact or collectively, provides for other funding instrument; (B) the most recent determination letter issued by the U.S. Internal Revenue Service ("IRS"); (C) any payment summary plan description and other material written communications (or a description of any material oral communications) by the Company or any of its Subsidiaries to its employees concerning the extent of the benefits provided under a Company Subsidiary that would constitute a “parachute payment” Plan; and (D) for the three most recent years (I) the Form 5500 and attached schedules; (II) audited financial statements; (III) actuarial valuation reports; and (IV) attorney's response to an auditor's request for information. (A) Each Company Plan has been established and administered in accordance with its terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations (including the applicable laws, rules and regulations of foreign jurisdictions), in each case, in all material respects; (B) each Company Plan which is intended to be qualified within the meaning of Code Section 280G 401(a) is so qualified and has received a favorable determination letter as to its qualification and, to the Company's knowledge, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification; (C) with respect to any Company Plan, no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the best knowledge of the Code after giving effect Company, threatened; (D) to the transactions contemplated by this Agreement. (f) Neither Company's knowledge, no facts or circumstances exist which could give rise to any such actions, suits or claims and the Company nor shall promptly notify Parent in writing of any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending claims or, to the knowledge of the Company, any threatened against claims arising between the date hereof and the Effective Time of the Merger; (E) neither the Company nor, to the Company's knowledge, any other party has engaged in a prohibited transaction, as such term is defined under Code Section 4975 or affecting ERISA Section 406, which would subject the Company or Parent or its respective Subsidiaries to any material Taxes, penalties or other liabilities under the Code or ERISA; (F) no event has occurred and no condition exists that could reasonably be expected to subject the Company, either directly or by reason of its relationship to any member of its "Controlled Group" (defined as any organization which is deemed to be a single employer with the Company within the meaning of Code Sections 414(b), (c), (m) or (o) or ERISA Section 4001), to any material Tax, fine or penalty imposed by ERISA, the Code or other applicable laws, rules and regulations (including the applicable laws, rules and regulations of any foreign jurisdiction); (G) all contributions and payments accrued under each Company Plan, determined in accordance with prior funding and accrual practices, as of the Effective Time of the Merger have been or shall be timely paid or made prior thereto and adequate reserves have been provided for in the Company's SEC Financial Statements for any premiums (or portions thereof) and for all benefits attributable to service on or prior to the Effective Time of the Merger; (H) for each Company Plan with respect to which a Form 5500 has been filed, no material change has occurred with respect to the matters covered by the most recent Form 5500 since the date thereof; and (I) no Company Plan provides for an increase in the rate of contribution, benefit accrual or vesting of benefits on or after the date of this Agreement. (iv) Except as disclosed in Section 3.01(j)(iv) of the Company Disclosure Schedule: (A) no Company Plan nor any "pension plan" (as defined in ERISA Section 3 (2)) maintained or contributed to by any member of the Company's Controlled Group has incurred any "accumulated funding deficiency" as such term is defined in ERISA Section 302 and Code Section 412 (whether or not waived); (B) no event or condition exists which could be deemed a reportable event within the meaning of ERISA Section 4043 which could result in a liability to the Company or any member of its Controlled Group and no condition exists which could subject the Company Subsidiaryor any member of its Controlled Group to a fine under ERISA Section 4071; (C) as of the Effective Time of the Merger, the Company and all members of its Controlled Group have made all required premium payments when due to the Pension Benefit Guaranty Corporation (the "PBGC"); (D) neither the Company nor any Company Subsidiary member of its Controlled Group is subject to any liability to the PBGC for any plan termination occurring on or prior to the Effective Time of the Merger; (E) no amendment has experienced any strike, slowdown, work stoppage, lockout occurred which has required or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to could require the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention member of unlawful employment practices its Controlled Group to provide security pursuant to Code Section 401(a)(29); and (ivF) neither the Company nor any member of its Controlled Group has engaged in a transaction which could subject it to liability under ERISA Section 4069. (v) As of the Effective Time of the Merger, the assets of each Company Plan are at least equal in value to the present value of all accrued benefits (vested and unvested) of the participants in such Company Plan on a termination basis using the assumptions established by the PBGC as in effect on the most recent valuation date. (vi) (A) the Company and each member of its Controlled Group has or shall have, as of the Effective Time of the Merger, made all contributions to each multiemployer plan (within the meaning of 54001(a)(3) of ERISA) to which the Company Subsidiary areor any member of its Controlled Group has any liability or contribution (or has at any time contributed or had an obligation to contribute) required by the terms of such multiemployer plan or any collective bargaining agreement; (B) neither the Company nor any member of its Controlled Group has incurred any material withdrawal liability under Title IV of ERISA or would be subject to such liability if, as of the Effective Time of the Merger, the Company or any member of its Controlled Group were to engage in complete withdrawal (as defined in ERISA Section 4203) or partial withdrawal (as defined in ERISA Section 4205) from any such multiemployer plan; (C) no such multiemployer plan is in reorganization or insolvent (as those terms are defined in ERISA Sections 4241 and 4245, respectively); and (D) neither the Company nor any member of its Controlled Group has engaged in a transaction which could subject it to liability under ERISA Section 4212(c). (vii) (A) Each Company Plan which is intended to meet the requirements for Tax-favored treatment under Subchapter B of Chapter 1 of Subtitle A of the Code meets such requirements; and (B) the Company has received a favorable determination from the Internal Revenue Service with respect to any trust intended to be qualified within the meaning of Code Section 501(c)(9). (viii) Each plan, program, arrangement or agreement which constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code is identified as such in Section 3.01(j)(viii) of the Company Disclosure Schedule. Since April 30, 2004, each plan, program, arrangement or agreement there identified has been operated and maintained in accordance with a good faith, reasonable interpretation of Section 409A of the Code and its purpose, as determined under applicable guidance of the Department of Treasury and Internal Revenue Service, with respect to amounts deferred (within the meaning of Section 409A of the Code) after April 30, 2004. (ix) Except as set forth in Section 3.01(j)(ix) of the Company Disclosure Schedule, no Company Plan exists which could result in the payment to any Company employee of any money or other property or rights or accelerate or provide any other rights or benefits to any Company employee as a result of the transaction contemplated by this Agreement, whether or not such payment would constitute a parachute payment within the meaning of Code section 280G. (x) The Company has not undertaken to maintain any Company Plan for any period of time and each Company Plan is terminable at all times have been in compliance withthe sole discretion of the sponsor thereof, all subject only to such constraints as may imposed by applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxeslaw.

Employee Benefit Plans. (a) The Company has listed in Section 4.11(a) 3.14 of the Company Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”")) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or and other similar employee benefit plans, programs or arrangements, and all material employmentunexpired severance agreements, terminationwritten or otherwise, severance or other contracts or agreements (other than individual option agreements) 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, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of of, or relating to, any current or former employee, officer, director or consultant employee of the Company or any of its Subsidiaries or any trade or business (whether or not incorporated) which is or was ever a member of a controlled group of corporations or which is or was ever under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any Subsidiary of the Company (collectivelytogether, the “"Company Employee Plans”"). The . (b) With respect to each Company Employee Plan, the Company has furnished or made available to Parent copiesParent, which are a true and correct and complete in all material respects, copy of the following: (i) the Plans, (ii) the most recent annual report (Form 5500) filed with the Internal Revenue Service IRS, (“IRS”ii) for the last yearsuch Company Employee Plan, (iii) the most recently received IRS determination lettereach trust agreement and group annuity contract, if any, relating to the Plans such Company Employee Plan and (iv) all reports regarding the most recent summary plan description for such Plans (or other descriptions satisfaction of such Plans provided to employeesthe nondiscrimination requirements of Sections 410(b), 401(k) and all material modifications thereto401(m) of the Code. (bc) Each Plan With respect to the Company Employee 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 of its Subsidiaries or any ERISA Affiliate, could be subject to any liability that is reasonably likely, individually or in the aggregate to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (d) With respect to the Company Employee Plans, there are no funded benefit obligations for which contributions have not been operated in all material respects made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with generally accepted accounting principles, on the financial statements of the Company, which obligations are reasonably likely, individually or in the aggregate, to have a Company Material Adverse Effect. (e) Neither the Company, any Subsidiary of the Company nor any ERISA Affiliate has (i) ever maintained a Company Employee Benefit Plan which was ever subject to Title IV of ERISA or Section 412 of the Code or (ii) ever been obligated to contribute to a multiemployer plan (as defined in Section 4001(a)(3) of ERISA). (f) Except as disclosed in Company SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of the Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement, (ii) agreement with any employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee extending for a period longer than one year from the date hereof and for the requirements payment of all applicable Lawscompensation in excess of $100,000 per annum, or (iii) agreement or plan, including ERISA and any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the Code. benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. (g) Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of has either obtained from the Code has received IRS a favorable determination letter from as to its qualified status under the IRSCode, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or is entitled has applied (or has time remaining in which to rely on apply) to the IRS for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination or has been established under a standardized prototype plan for which an IRS opinion issued letter has been obtained by the IRS, and, plan sponsor and is valid as to the knowledge adopting employer. The Company has furnished to Parent a copy of the Company, no fact most recent IRS determination or event opinion with respect to each such Company Employee Plan and nothing has occurred since the date inception of each such determination letter or letters from Company Employee Plan which could reasonably be expected to cause the IRS to adversely affect, in any material respect, loss of the tax-qualified status of any such Company Employee Plan or the exempt status of any such trust. (csubject to Section 401(a) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (dh) Full payment has been made, or otherwise properly accrued on the books and records None of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Employee Plans to have paid as contributions to such Plans on promises or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout retiree medical or other labor dispute retiree welfare benefits to any person, except as required by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxeslaw.

Employee Benefit Plans. (a) Section 4.11(a3.11(a) of the Company Disclosure Schedule lists all contains a true and complete list of each material “employee benefit plans plan” (as defined in within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”), but excluding any plan that is a “multiemployer plan,” as defined in Section 3(37) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangementsof ERISA (“Multiemployer Plan”)), and all each other material employmentemployee plan, terminationprogram, policy, agreement or arrangement, including without limitation vacation or sick pay policy, fringe benefit plan, and compensation or severance agreement contributed to, sponsored or other contracts or agreements (other than individual option agreements) 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, contributed to or sponsored maintained by the Company or any Company Subsidiary of its Subsidiaries as of the date hereof for the benefit of any current current, former or former employee, officer, director retired employee or consultant officer of the Company or any Company Subsidiary of its Subsidiaries (such plans, programs, policies, agreements and arrangements, collectively, the “Company Plans”). The . (b) With respect to each Company Plan, the Company has made available to Parent copiesa current, which are correct accurate and complete in all material respectscopy thereof (or, of if a plan is not written, a written description thereof) and, to the following: extent applicable, (i) the Plansany related trust or custodial agreement, insurance contract or other funding instrument, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS recent determination letter, if any, relating to received from the Plans Internal Revenue Service (the “IRS”), (iii) any summary plan description and (iv) for the most recent summary plan description for such Plans year (or other descriptions of such Plans provided to employeesA) the Form 5500 and all material modifications theretoattached schedules, (B) audited financial statements and (C) actuarial valuation reports, if any. (bc) Each Except for the nonqualified deferred compensation plans described on Section 3.11(c) of the Company Disclosure Schedule, each Company Plan has been operated established, funded and administered in all material respects in accordance with its terms and with the requirements applicable provisions of all applicable Laws, including ERISA and the Code. Each Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respectERISA, the qualified status Internal Revenue Code of any such Plan or 1986, as amended (the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule“Code”), neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retiredand other applicable laws, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Coderules and regulations. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors maintains, sponsors, contributes to, has any obligation to contribute to, or has sponsored in any liability or potential liability under or with respect to (i) any Multiemployer Plan as to which the past six years Company or any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to its Subsidiaries incurred any withdrawal liability under Title IV of ERISA, or (ii) any “defined benefit plan” as defined in Section 3(35) of the Code or Section 302 of Title IV of ERISA. For purposes of this Agreement, “ERISA Affiliate” means each entity that is treated as a single employer with the Company or any of its Subsidiaries for purposes of Section 412 or 4971 414 of the Code. Neither the Company nor any ERISA Affiliate contributes of its Subsidiaries has any liability with respect to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan “employee benefit plan” (within the meaning of as defined in Section 3(373(3) of ERISA). For purposes ) solely by reason of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered being treated as a single employer with the Company under 4001(b) of ERISA or part Section 414 of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would notCode with any trade, individually business or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or entity other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) than the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxesits Subsidiaries.

Employee Benefit Plans. (a) Section 4.11(aSchedule 3.13(a) contains a true, correct and complete list of the each Company Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to which the Company or any Company Subsidiary is a party, with Plan. With respect to which the each 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, director or consultant of the Company or any Company Subsidiary (collectivelyEmployee Plan, the “Plans”). The Company has made available to Parent copiestrue, which are correct and complete in all material respects, copies of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans Company Employee Plan and (iv) the most recent summary plan description for such Plans any amendments thereto (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) if the Company Employee Plan is not a written plan, a written description thereof). Each Company Employee Plan has been operated established and maintained in all material respects in accordance compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations (including but not limited to ERISA, the Xxxxxxxx-Xxxxx Act of all applicable Laws2002, including ERISA as amended, and the Code. Each Plan that is intended ) which are applicable 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, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company SubsidiaryEmployee Plan, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts for such exceptions that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of Effect on the Company, threatened against or affecting the Company or any Company Subsidiary, and neither . (b) Neither the Company nor any Company Subsidiary ERISA Affiliate has experienced incurred any strikeliability under Title IV of ERISA that has not been satisfied in full, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are and no charges with respect to or relating condition exists that presents a material risk to the Company or any Company Subsidiary pending before ERISA Affiliate of incurring any Governmental Authority responsible such liability other than liability for premiums due the prevention PBGC (which premiums have been paid when due). (c) Each Company Employee Plan (which is not a multiemployer pension plan) which is intended to be qualified under Section 401(a) of unlawful employment practices the Code is so qualified, each trust forming a part thereof is exempt from federal income tax pursuant to Section 501(a) of the Code and, to the Knowledge of the Company, no circumstances exist which will adversely affect such qualification or exemption. (d) The consummation of the transactions contemplated by this Agreement and the Transaction Documents will not, either alone or in combination with any other event, (ivi) entitle any current or former employee, officer, director or consultant of the Company, any Company Subsidiary, or to the Knowledge of the Company and any Company JV, or any Company ERISA Affiliate to severance pay, unemployment compensation or any other similar termination payment, or (ii) accelerate the time of payment or vesting, or increase the amount of, or otherwise enhance, any benefit due to any such employee, officer, director or consultant. No amounts payable under Company Employee Plans will fail to be deductible for federal income tax purposes under Section 280G of the Code by reason of the consummation of the transactions contemplated by this Agreement. (e) No Company Employee Plan is a “multiemployer pension plan,” as defined in Section 3(37) of ERISA, nor is any Company Employee Plan a plan described in Section 4063(a) of ERISA. As of the date of this Agreement, the Company has no unpaid withdrawal liability with respect to any “multiemployer pension plan” to which the Company or any Company ERISA Affiliate has contributed or been obligated to contribute. In the event the Company or any Company ERISA Affiliate withdrew in a “complete withdrawal” from all “multiemployer pension plans” to which the Company or any Company ERISA Affiliate has contributed, or been obligated to contribute, as of the Effective Time, the aggregate withdrawal liability incurred by the Company or such Company ERISA Affiliate would not have a Material Adverse Effect on the Company. (f) No Company Employee Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to any current or former employees of the Company, any Company Subsidiary, or to the Knowledge of the Company any Company JV, for periods extending beyond their retirement or other termination of service (other than (i) coverage mandated by applicable law, (ii) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, or (iii) benefits the full cost of which is borne by the current or former employee (or his or her beneficiary)). (g) There are no pending or, to the Knowledge of the Company, threatened or anticipated claims by or on behalf of any Company Employee Plan (which is not a multiemployer pension plan), by any employee or beneficiary under any such plan or otherwise involving any such plan (other than routine claims for benefits or claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company). No Company Employee Plan is under audit or investigation by, nor has the Company been contacted with respect to any Company Employee Plan by, the IRS, the PBGC or the Department of Labor. No such audit, investigation or contact is pending or, to the Knowledge of the Company, threatened as of the date of this Agreement. (h) As of December 31, 2004, with respect to each Company Subsidiary areEmployee Plan (which is not a multiemployer pension plan) that is a defined benefit plan, the projected benefit obligations under all such plans, whether or not qualified, utilizing actuarial methods and at assumptions set forth in the Loews Financial Statements, did not exceed the fair market value of the assets of such plans as of such date by more than $20,000,000. As of the date hereof and as of the Effective Time, the aggregate increase in any such underfunding since December 31, 2004 (taking into account only such plans for which there is any increase) would not, if all times such plans were then terminated, have been a Material Adverse Effect on the Company. (i) There is no Contract, plan or arrangement with any current or former employee, officer or director of the Company to which the Company, any Company Subsidiary, or to the Knowledge of the Company any Company JV, is a party as of the date of this Agreement that, individually or in compliance withthe aggregate and as a result of the Merger (whether alone or upon the occurrence of additional or subsequent events) or otherwise, all applicable Laws relating is reasonably likely to employment of labor, including all applicable Laws relating give rise to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxesany amount that would not be deductible pursuant to Section 162(m) of the Code or any corresponding or similar provision of state, local or foreign income Tax law.

Employee Benefit Plans. (a) Section 4.11(a) Schedule 3.20 contains a true and complete list of the Company Disclosure Schedule lists all material each "employee benefit plans plan" (as defined in within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”")) and all material bonus), stock purchase, stock option, stock purchaseseverance, restricted stockemployment, change-in-control, fringe benefit, bonus, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or compensation and all other employee benefit plans, programs agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which any employee or former employee of the Company or its Subsidiaries has any present or future right to benefits and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to under which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary its Subsidiaries has any obligation or which are maintainedpresent of future liability. All such plans, contributed agreements, programs, policies and arrangements shall be collectively referred to or sponsored by as the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto"COMPANY PLAN". (b) Each Company Plan has been operated in all material respects established and administered in accordance with its terms terms, in all material respects, and in material compliance with the requirements applicable provisions of all ERISA, the Code and other applicable Lawslaws, including ERISA rules and regulations and neither the Code. Each Company nor any of its Subsidiaries has incurred any material tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable law, rule and regulations; and each Company Plan that which is intended to be qualified under Section within the meaning of Code section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from or if such plan is a prototype plan, the IRSprototype plan has received a favorable determination letter, in all material respects, to its qualifications, or is entitled to rely on in a favorable opinion issued by form in which the IRS, and, to Internal Revenue Service consider the knowledge of the Company, no fact or event has occurred since the date terms of such determination letter Company Plan to be qualified without the need to receive such a letter, and subsequent to that term nothing has occurred, whether by action or letters from failure to act, that could reasonably be expected to cause the IRS to adversely affect, in any material respect, the qualified status loss of any such Plan or the exempt status of any such trustqualification. (c) Except No Company Plan is (i) subject to Title IV or ERISA or (ii) a "multiemployer plan" (as set forth such term is defined in Section 4.11(csection 3(37) of the Company Disclosure Schedule, ERISA) and neither the Company nor any of its Subsidiaries has incurred any withdrawal liability or termination liability with respect to any such plan that remains unsatisfied. The Company Subsidiary sponsors has not engaged in, and is not a successor or parent corporation to any entity that has sponsored any Plan that provides for any post-employment engaged in, a transaction described in Section 4069 or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code4212(c). (d) Full payment has been madeExcept as disclosed on Schedule 3.20(d), or otherwise properly accrued on the books and records of the Company and with respect to any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure SchedulePlan, no Planactions, either individually suits or collectively, provides claims (other than routine claims for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored benefits in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliateordinary course) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute are pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting reasonably expected to arise. (e) Except as disclosed on Schedule 3.20(e), no Company Plan exists that could result in the payment to any present or former employee of the Company or its Subsidiaries of any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout money or other labor dispute by property or with respect accelerate or provide any other rights or benefits to its employees within the last three (3) years, (iii) there are no charges with respect to any present or relating to former employee of the Company or any Company Subsidiary pending before any Governmental Authority responsible for its Subsidiaries as a direct result of the prevention transaction contemplated by this Agreement, whether or not such payment would constitute a parachute payment within the meaning of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.Code section 280G.

Employee Benefit Plans. (a) Section 4.11(a4.10(a) of the Company Disclosure Schedule Letter lists (i) all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) , whether legally enforceable or 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, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officerofficer or director of, director or any current or former consultant of to, the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, and (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA (collectively, the “Plans”). The Company has made available to Parent copies, which are correct a true and complete copy of each Plan and has delivered to Parent a true and complete copy of each material document, if any, prepared in all material respectsconnection with each such Plan, of the following: including, without limitation, (i) the Plansa copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the annual report (Form 5500) most recently filed with the Internal Revenue Service (“IRS”) for the last yearForm 5500, (iiiiv) the most recently received IRS determination letterletter for each such Plan, if any, relating to the Plans and (ivv) the most recent summary plan description for recently prepared actuarial report and financial statement in connection with each such Plans Plan. Neither the Company nor any Subsidiary has any commitment (i) to create, incur liability with respect to or other descriptions cause to exist any new Plan, or (ii) to modify or terminate any Plan except as required by ERISA or the Internal Revenue Code of such Plans provided to employees) and all material modifications thereto1986, as amended (the “Code”). (b) None of the Plans is subject to Title IV of ERISA. None of the Plans (i) provides for the payment of separation, severance, termination or similar-type benefits to any person, (ii) obligates the Company or any Subsidiary to pay separation, severance, termination or similar-type benefits solely or partially as a result of any transaction contemplated by this Agreement, or (iii) obligates the Company or any Subsidiary to make any payment or provide any benefit as a result of a “change in ownership or control”, within the meaning of such term under Section 280G of the Code. Each Plan that is a nonqualified deferred compensation plan under Section 409A of the Code has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code and IRS guidance issued with respect thereto. None of the 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 Subsidiary. (c) Each Plan is now and always has been operated in all material respects in accordance with its terms and the requirements of all applicable LawsLaws including, including without limitation, ERISA and the Code. The Company and the Subsidiaries have performed in all material respects the obligations required to be performed by them under, are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any party to, any Plan. No material Action is pending or, to the knowledge of the Company, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and no fact or event exists that could reasonably be expected to give rise to any such Action. (d) Each Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination or opinion letter from the IRS, or is entitled to rely on a favorable opinion issued by IRS covering all of the IRS, and, provisions applicable to the knowledge Plan for which such letters are currently available that the Plan is so qualified and each trust established in connection with any Plan which is intended to be exempt from federal income taxation under Section 501(a) of the CompanyCode has received a determination or opinion letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, affect the qualified status of any such Plan or the exempt status of any such trust. (ce) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither Neither the Company nor any Company Subsidiary sponsors has incurred any liability under, arising out of or has sponsored by operation of Title IV of ERISA and no fact or event exists which could give rise to any such liability. (f) All contributions, premiums or payments required to be made with respect to any Plan that provides have been made on or before their due dates. All such contributions have been fully deducted for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees income tax purposes and to the knowledge of the Company no such deduction has been challenged or disallowed by any Company Subsidiary, except as required by Section 4980B of the CodeGovernmental Authority and no fact or event exists which could give rise to any such challenge or disallowance. (dg) Full payment has In addition to the foregoing, with respect to each Plan that is not subject to United States Law (a “Non-U.S. Benefit Plan”): (i) all employer and employee contributions to each Non-U.S. Benefit Plan required by Law or by the terms of such Non-U.S. Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices, and a pro rata contribution for the period prior to and including the date of this Agreement has been made or otherwise properly accrued on accrued; (ii) the books and records fair market value of the Company and assets of each funded Non-U.S. Benefit Plan, the liability of each insurer for any Company SubsidiaryNon-U.S. Benefit Plan funded through insurance or the book reserve established for any Non-U.S. Benefit Plan, of all amounts that together with any accrued contributions, is sufficient to procure or provide for the Company and benefits determined on any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on ongoing basis (actual or prior contingent) accrued to the date of this Agreement with respect to all current and former participants under such Non-U.S. Benefit Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Non-U.S. Benefit Plan, and no Transaction shall cause such assets or insurance obligations to be less than such benefit obligations; and (excluding any amounts not yet due)iii) each Non-U.S. Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. Each Non-U.S. Benefit Plan has been operated in full compliance with all applicable non-United States Laws. (eh) Except as set forth in Section 4.11(e) The Compensation Committee of the Company Disclosure ScheduleBoard has approved the terms of the Employment Agreement and each Plan pursuant to which consideration is payable to any officer, no Plandirector or employee as an “employment compensation, either individually severance or collectivelyother employee benefit arrangement”, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G Rule 14d-10(d)(2) under the Exchange Act, and taken all other actions reasonably necessary or advisable to satisfy the requirements of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or non-exclusive safe harbor with respect to its employees within such Compensation Arrangement in accordance with Rule 14d-10(d)(2) under the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary areExchange Act, and at all times have been the Board has determined that the Compensation Committee is composed solely of “independent directors” in compliance with, all applicable Laws relating to employment accordance with the requirements of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees Rule 14d-10(d)(2) under the Exchange Act and the collection and payment of withholding and/or social security Taxesinstructions thereto.

Employee Benefit Plans. (a) Section 4.11(a3.12(a) of the Company Disclosure Schedule lists all material compensation or employee benefit plans plans, programs, policies, agreements or other arrangements, whether or not “employee benefit plans” (as defined in within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”)) and all material bonus, stock optionwhether or not subject to ERISA), stock purchaseproviding cash- or equity-based incentives, restricted stockhealth, incentivemedical, deferred compensationdental, retiree medical disability, accident or life insuranceinsurance benefits or vacation, supplemental severance, retention, change in control, retirement, severance pension or other benefit planssavings benefits, programs that are sponsored, maintained or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) 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, contributed to or sponsored by the Company or any Company Subsidiary of its Subsidiaries for the benefit of any current or former employee, officer, director employees or consultant directors of the Company or any Company Subsidiary its Subsidiaries (collectively, the “Company Benefit Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) Each Except as set forth in Section 3.12(b) of the Company Disclosure Schedule, each Company Benefit Plan has been maintained, operated and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Company Benefit Plan that is intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code or Section 401(k) is the subject of the Code has received a favorable determination letter from the IRSInternal Revenue Service as to its qualification or, or if no such determination has been made, an application for such determination is entitled pending with the Internal Revenue Service and, to rely on a favorable opinion issued the Company’s knowledge, no event has occurred that would reasonably be expected to result in the disqualification of such Company Benefit Plan. (c) Other than routine claims for benefits, no liability under Title IV of ERISA has been incurred by the IRSCompany or any its Subsidiaries that has not been satisfied in full when due, and, to the knowledge of the Company, no fact condition exists that could reasonably be expected to result in a material liability to the Company or event has occurred since the date its Subsidiaries under Title IV of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trustERISA. (cd) Except as set forth in Section 4.11(c3.12(d) of the Company Disclosure Schedule, the consummation of the Transactions will not (i) entitle any current or former employee, consultant, officer or director of the Company or any of its Subsidiaries to severance, retention or change in control pay, unemployment compensation or any other payment or (ii) accelerate the time of payment or vesting, or increase the amount, of compensation due any such current or former employee, consultant, officer or director. (e) There are no material pending or, to the Company’s knowledge, threatened claims against, by or on behalf of, or any Liens filed against or with respect to, any of the Company Benefit Plans or otherwise involving any Company Benefit Plan, other than claims made or Liens filed in the ordinary course of business which are not, individually or in the aggregate, material. (f) Except as set forth in Section 3.12(f) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors of its Subsidiaries is a party to any agreement, contract or has sponsored arrangement that could result, separately or in the aggregate, in the payment of any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “excess parachute paymentpayments” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would notset forth in Section 3.12(g) of the Company Disclosure Schedule, individually no Company Benefit Plan provides benefits, including death or in the aggregatemedical benefits (whether or not insured), reasonably be expected with respect to have a Material Adverse Effect, (i) there is no unfair labor practice charge current or complaint pending against former employees or directors of the Company or any Company Subsidiaryof its Subsidiaries beyond their retirement or other termination of service, other than (i) coverage mandated solely by applicable Law, (ii) there is no labor strike, slowdown, work stoppage, lockout death benefits or labor dispute pending or, to the knowledge retirement benefits under any “employee pension benefit plan” (as defined in Section 3(2) of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) yearsERISA), (iii) there are no charges with respect to or relating to deferred compensation benefits accrued as liabilities on the books of the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and its Subsidiaries or (iv) benefits the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment full costs of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and which are borne by the collection and payment of withholding and/or social security Taxescurrent or former employee or director or his or her beneficiary.

Employee Benefit Plans. (a) Section 4.11(a) of the Company Seller's Disclosure Schedule lists all material each of the Company's employee pension, profit sharing, deferred compensation, severance, cafeteria, stock option, stock purchase, incentive, golden parachute, bonus, group or individual medical and health benefits, welfare, insurance or other employee benefit plans plan, program or arrangement (as defined the "Plans") regardless of whether such plan is described in Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”")) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical which is maintained by IBF or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) 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, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant on behalf of the Company or any Company Subsidiary (collectively, employees of the “Plans”)Company. The Company has Complete and correct copies of all such Plans have been made available to Parent copiesthe Purchaser for its review. There is no Plan, nor has any Seller Party at any time maintained, administered, contributed or been required to contribute to any "employee pension benefit plan" as defined in ERISA, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating is subject to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) Each Plan has been operated in all material respects in accordance with its terms and the minimum funding requirements of all applicable Laws, including ERISA and the Code. Each Plan that is intended to be qualified under Section 401(a) 412 of the Code or Section 401(k) 302 of the Code has received a favorable determination letter from the IRSERISA, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge provisions of the Company, no fact or event has occurred since the date Title IV of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms ERISA. None of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute is a “parachute payment” "defined benefit plan" within the meaning of Section 280G 3(35) of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed toERISA, or otherwise incurred any withdrawal liability under, any a "multiemployer plan (pension plan" within the meaning of Section 3(37) of ERISA). For purposes Each Plan and any related trust agreement, annuity contract or other funding instrument which is intended to be qualified and tax-exempt under the provisions of the Code is so qualified and has been so qualified during the period from its adoption to date. Each Plan, any related trust agreement, annuity contract or other funding instrument complies in all material respects and has been maintained in material compliance with its terms and, both as to form and in operation, with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such plans, including but not limited to ERISA and the Code. Neither the Seller, nor any of the Selling Parties have any obligation to make any payment to or with respect to any former employee pursuant to any retiree medical benefit or other Plan. Except as disclosed in Seller's Disclosure Schedule, neither the Seller nor any of the Seller Parties would have any obligation to make any severance or other payments to any employee if such employee was terminated prior to, at or after the Closing. Except as set forth in Seller's Disclosure Schedule, no benefit, payment or other entitlement under any Plan, or under any agreement relating to the employment of employees of the Company, will be established or become accelerated, vested, payable or funded by reason of the execution and delivery of this Section 4.11(f), an entity is an “ERISA Affiliate” Agreement or the consummation of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) transactions contemplated hereby. Except as would notset forth on Seller's Disclosure Schedule, individually there are no Actions pending, or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the CompanySeller, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) yearsany Plan, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible other than claims for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxesbenefits in the ordinary course of operation of such Plan.

Employee Benefit Plans. (a) Section 4.11(a3.9(a) of the Company Disclosure Schedule lists all material Letter sets forth, as of the date hereof, each employee benefit plans plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material each bonus, stock optionstock, stock purchase, restricted stockoption or other equity-based compensation arrangement or plan, incentive, deferred compensation, retiree medical retirement or life insurance, supplemental retirement, severance severance, employment, change-in-control, collective bargaining, profit sharing, pension, vacation, cafeteria, dependent care, medical care, employee assistance program, education or other benefit plans, programs or arrangementstuition assistance programs, and all material employmenteach insurance and other similar fringe or employee benefit plan, terminationprogram or arrangement, severance in each case for the benefit of current employees, directors or other contracts consultants (or agreements (other than individual option agreementsany dependent or beneficiary thereof) to which of the Company or any Company Subsidiary is a party, or with respect to which the Company or any Company Subsidiary has may have any obligation or which are maintained, contributed to liability (whether actual or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary contingent) (collectivelytogether, the “Company Benefit Plans”). The With respect to each Company Benefit Plan, the Company has made available to Parent copies, which are correct accurate and complete copies of (or, to the extent no such copy exists, a description of), in all material respectseach case, of to the following: extent applicable, (i) the Plansplan document(s), as amended through the date of this Agreement, or a written summary of any unwritten Company Benefit Plan, (ii) the annual report summary plan description (Form 5500if required) filed with the Internal Revenue Service (“IRS”) for the last yearand any other summaries or material employee communications, (iii) the most recently received IRS determination letter, if any, relating recent annual report on Form 5500 to the Plans and extent required under applicable Law, (iv) the most recent summary actuarial valuation, (v) material contracts including trust agreements, insurance contracts, and administrative services agreements, (vi) the most recent determination or opinion letters for any plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that is intended to be qualified under Section section 401(a) of the Code or Section 401(kCode, and (vii) any correspondence with the Department of the Code has received a favorable determination letter from the IRSLabor, Internal Revenue Service, or is entitled to rely on any other governmental entity regarding a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trustCompany Benefit Plan. (ci) Except as set forth would not, individually or in Section 4.11(c) the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment Benefit Plans has been madeoperated and administered in compliance in accordance with applicable Laws, or otherwise properly accrued on the books and records of the Company and any Company Subsidiaryincluding, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts but not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedulelimited to, no PlanERISA, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to and in each case the transactions contemplated by this Agreement. regulations thereunder; (fii) Neither the no Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Benefit Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither ; (iii) no Company Benefit Plan provides health, medical, disability or life insurance benefits (whether or not insured), with respect to current or former employees or directors of the Company or the Company Subsidiaries beyond their retirement or other termination of service, other than coverage mandated to comply with Section 4980B of the Code or any similar Law; (iv) no liability under Title IV of ERISA has been incurred by the Company, the Company Subsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that is likely to cause the Company, the Company Subsidiaries or any of their ERISA Affiliates to incur a liability thereunder; (v) no Company Benefit Plan is a “multiemployer plan” (as such term is defined in Section 3(37) of ERISA) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA; (vi) all contributions or other amounts payable by the Company or the Company Subsidiaries pursuant to each Company Benefit Plan in respect of current or prior plan years have been made within the time periods prescribed by the terms of such plan and applicable Law; (vii) neither the Company nor any of the Company Subsidiaries has engaged in a transaction in connection with which the Company or the Company Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA Affiliate contributes or a tax imposed pursuant to Section 4975 or 4976 of the Code; and (viii) there are no pending, or to the knowledge of the Company, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto. (c) (i) Each of the Company Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter or opinion letter as to its qualification, or has ever contributed topending or has time remaining in which to file an application for such determination from the IRS, and (ii) there are no existing circumstances or otherwise incurred any withdrawal liability underevents that have occurred that would reasonably be expected to adversely affect the qualified status of any such plan. (d) Neither the execution and delivery of this Agreement nor the consummation of the Transactions (either alone or in conjunction with any other event) will (i) result in any payment (including severance, any multiemployer plan unemployment compensation, “excess parachute payment” (within the meaning of Section 3(37) 280G of ERISA). For purposes of this Section 4.11(fthe Code), an entity is an “ERISA Affiliate” forgiveness of Indebtedness or otherwise) becoming due to any current or former director or any employee of the Company if it would have ever been considered a single employer with the or any Company Subsidiary under 4001(bany Company Benefit Plan or otherwise, (ii) of ERISA increase any benefits otherwise payable under any Company Benefit Plan or part (iii) result in any acceleration of the same controlled group as the Company for purposes time of Section 302(d)(8)(C) payment, funding or vesting of ERISAany such benefits. (ge) Except as would not, individually or in the aggregate, reasonably be expected to have be result in a Company Material Adverse Effect, each Company Benefit Plan, if any, which is maintained outside of the United States has been operated in conformance with the applicable statutes or governmental regulations and rulings relating to such plans in the jurisdictions in which such Company Benefit Plan is present or operates. (if) there Except as would not, individually or in the aggregate, reasonably be expected be result in a Company Material Adverse Effect, each Company Benefit Plan has been maintained and operated in documentary and operational compliance with Section 409A of the Code or an available exemption therefrom. The Company is no unfair labor practice charge or complaint pending against the Company or not a party to nor does it have any obligation under any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, Benefit Plan to the knowledge compensate any person for excise Taxes payable pursuant to Section 4999 of the Company, threatened against Code or affecting for additional Taxes payable pursuant to Section 409A of the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesCode.

Employee Benefit Plans. (a) Section 4.11(a) Schedule 3.17 sets forth a complete list of all Company Plans. The SEC Reports disclose or describe each Company Plan that is required to be disclosed or described in such SEC Reports pursuant to the Exchange Act and the Securities Act. The Company and each of its Subsidiaries has no liability under any Plans other than the Company Disclosure Schedule lists all material employee benefit plans (Plans. Except as defined disclosed in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonusSEC Reports, stock optionneither the Company, stock purchaseits Subsidiaries nor any Commonly Controlled Entity maintains or contributes to, restricted stockor has within the preceding six years maintained or contributed to, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to which the Company or may have any Company Subsidiary is a party, liability with respect to which any Plan subject to Title IV of ERISA or Section 412 of the Company Code or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by “multiple employer plan” within the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant meaning of the Code or ERISA. Each Company Plan (and related trust, insurance contract or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (ifund) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) Each Plan has been operated established and administered in all material respects in accordance with its terms terms, and complies in form and in operation in all material respects with the applicable requirements of all applicable Laws, including ERISA and the Code. Code and other applicable Requirements of Law. (b) No Claim with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending. (c) Each Company Plan that is intended to be qualified under Section 401(a) of the Code or is so qualified and has been so qualified during the period since its adoption; and each trust created under any such Plan is exempt from tax under Section 401(k501(a) of the Code and has received a favorable determination letter from the IRS, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred been so exempt since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trustits creation. (cd) Except as set forth in Section 4.11(c) on Schedule 3.17, the consummation of the Company Disclosure Schedule, neither transactions contemplated by this Agreement will not accelerate the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees time of the Company payment or vesting of, or increase the amount of, compensation due to any Company Subsidiary, except as required by employee or former employee whether or not such payment would constitute an “excess parachute payment” under Section 4980B 280G of the Code. (de) Full payment has been made, or otherwise properly accrued All material unfunded obligations under any Company Plan which are required to be reflected on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth Initial Financial Statements in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer accordance with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times GAAP have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and reflected on the collection and payment of withholding and/or social security TaxesInitial Financial Statements.

Employee Benefit Plans. (a) Section 4.11(a3.17(a) of the Company Disclosure Schedule lists Letter sets forth a true and complete list of all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements Plans (other than individual option agreements) to which the Company or any Company Subsidiary is a partyemployment, consulting and independent contractor agreements and other than agreements 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, director or consultant Options (as referenced in Section 3.4)) in effect as of the Company or any Company Subsidiary (collectivelydate of this Agreement. With respect to each material Employee Plan, to the extent applicable, the “Plans”). The Company has made available to Parent copies, which are correct true and complete in all material respects, copies of the following: (i) the Plansplan documents together with all amendments thereto and summary plan descriptions, (ii) any material notices to or from the annual report (Form 5500) filed IRS, Pension Benefit Guaranty Corporation, any office or representative of the DOL or any similar Governmental Entity relating to any action, claim, proceeding or investigation of any nature with the Internal Revenue Service (“IRS”) for the last yearrespect to such Employee Plan, (iii) the most recently received IRS recent determination letter, if any, relating from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Plans Code, and (iv) with respect to each International Employee Plan, to the extent applicable, (A) the most recent summary annual report or similar compliance documents required to be filed with any Governmental Entity with respect to such plan description for such Plans and (or other descriptions B) any document comparable to the determination letter referenced under clause (iii) above issued by a Governmental Entity relating to the satisfaction of such Plans provided Applicable Law necessary to employees) and all material modifications theretoobtain the most favorable tax treatment. (b) Each Employee Plan has been operated established, maintained, operated, contributed to, funded and administered in compliance in all material respects in accordance with its terms and the requirements of with all applicable Applicable Laws, including ERISA and the Code. Each Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B applicable provisions of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except except as would not, individually or in the aggregate, reasonably be expected to result in material Liability to the Company and its Subsidiaries, taken as a whole. Each material International Employee Plan that is intended to qualify for favorable taxation treatment has been approved by the relevant taxation and other Governmental Entities so as to enable: (i) the Company or any of its Subsidiaries and the participants and beneficiaries under the relevant International Employee Plan; and (ii) in the case of any International Employee Plan under which resources are set aside in advance of the benefits being paid (a “Funded International Employee Plan”), the assets held for the purposes of the Funded International Employee Plans, to enjoy favorable tax status and the Company is not aware of any ground on which such favorable tax status may cease to apply, in each case, except as would not, individually or in the aggregate, reasonably be expected to result in material Liability to the Company and its Subsidiaries, taken as a whole. (c) Except as would not, individually or in the aggregate, have a Material Adverse EffectEffect on the Company, each Employee Plan that is intended to be “qualified” under Section 401 of the Code may rely on a prototype opinion letter or has received a favorable determination letter from the IRS to such effect. (id) there is no unfair labor practice charge Except as would not, individually or complaint pending against in the aggregate, have a Material Adverse Effect on the Company, all contributions, premiums, assessments and other payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for. (e) Except as would not, individually or in the aggregate, result in material Liability to the Company or and its Subsidiaries taken as a whole, none of the Company, any Company Subsidiaryof its Subsidiaries, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against any of their respective directors, officers, employees or affecting agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA. (f) None of the Company, any of the its Subsidiaries or any of their respective ERISA Affiliates has during the six years prior to the date of this Agreement maintained, sponsored, participated in or contributed to (or been obligated to contribute to): (i) an Employee Plan which is subject to Section 412 of the Code or Section 302 or Title IV of ERISA; (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA); (iii) a “multiple employer plan” as defined in Section 210 of ERISA or Section 413(c) of the Code; (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA; (v) a “funded welfare plan” within the meaning of Section 419 of the Code; or (vi) a voluntary employees’ beneficiary association under Section 501(c)(9) of the Code. Neither the Company nor its Subsidiaries or any of their respective ERISA Affiliates: (i) has withdrawn from any pension plan under circumstances resulting (or expected to result) in a Liability to the Pension Benefit Guaranty Corporation; (ii) has any assets subject to a Lien for unpaid contributions to any Employee Plan which would be a Liability of the Company or its Subsidiaries or become a Liability of Parent or its Affiliates; (iii) has failed to pay premiums to the Pension Benefit Guaranty Corporation when due with respect to any pension plan which would be a Liability of the Company or its Subsidiaries; or (iv) has engaged in any transaction which would give rise to a Liability of the Company or its Subsidiaries or Parent or its Affiliates under Section 4069 or Section 4212(c) of ERISA. (g) No Employee Plan provides, none of the Company or any Company Subsidiaryof its Subsidiaries have any liability to provide, and none of the Company or any of its Subsidiaries have represented, promised or contracted to provide, post-termination or retiree life insurance, health or other welfare benefits to any person, other than pursuant to Section 4980B of the Code or any similar Applicable Law. (h) Except as set forth in Section 3.17(h) of the Company Disclosure Letter, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (including the Merger), will, either alone or in conjunction with any other event, (i) give rise to a material Liability to current or former directors, employees or Independent Contractors or increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or Independent Contractor, (ii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, (iii) result in the payment of any amount that would not be deductible by reason of Section 280G of the Code, (iv) result in the forgiveness in whole or in part of any outstanding loans made by the Company nor or any of its Subsidiaries to any Person, or (v) limit or restrict the right of the Company Subsidiary has experienced or any strikeof its Subsidiaries to merge, slowdown, work stoppage, lockout amend or terminate any Employee Plan. There is no Contract to which the Company or any of its Subsidiaries is a party or by which it is bound to compensate any current or former employee or other labor dispute disqualified individual for excise taxes which may be required pursuant to Section 4999 of the Code or any Taxes required by Section 409A of the Code. (i) Except as set forth in Section 3.17(i) of the Company Disclosure Letter, all Contracts of employment or for services with any employee of the Company or any of its Subsidiaries who provide services outside the United States, or with respect to any director, Independent Contractor or other service provider of the Company or any of its employees within Subsidiaries, in each case, outside of the last United States, can be terminated by three (3) yearsmonths’ notice or less given at any time without giving rise to any claim for damages, severance pay, or compensation (iiiother than a statutory redundancy payment or other statutorily mandated payment required by Applicable Law). (j) there are no charges Each employee benefit plan, program or agreement sponsored, maintained or administered by a Governmental Entity in which any current or former employee, Independent Contractor, director, or other service provider of the Company, any of its Subsidiaries or any ERISA Affiliate, or the beneficiaries or dependents of any such Person, participates in, or receives benefits from (each a “Governmental Plan”) has been established, maintained, operated, contributed to, funded and administered in compliance in all material respects with respect its terms and with all Applicable Laws, except as would not, individually or in the aggregate, reasonably be expected to or relating result in material Liability to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary areits Subsidiaries, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxestaken as a whole.

Employee Benefit Plans. (a) Section 4.11(a) 5.15 of the Company Disclosure Schedule lists all material employee benefit plans sets forth a list of every Company Benefit Plan (as defined in Section 3(3hereinafter defined) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to which the Company or any Company Subsidiary that is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored maintained by the Company or any Company Subsidiary for an Affiliate (as hereinafter defined) on the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretodate hereof. (b) Each Company Benefit Plan which has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that is intended to be qualified qualify under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination or approval letter from the Internal Revenue Service (the "IRS, or is entitled to rely on a favorable opinion issued by ") regarding its qualification under such section and neither the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in Company nor any material respect, the qualified status of Affiliate knows that any such Company Benefit Plan or the exempt status of any such trusthas been maintained in a manner that would preclude qualified status. (c) Except as set forth in Section 4.11(c) 5.15 of the Company Disclosure Schedule, neither the Company nor any Affiliate knows of any failure of any party to comply with any laws applicable with respect to the Company Subsidiary sponsors Benefit Plans. With respect to any Company Benefit Plan, there has been no (i) "prohibited transaction," as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or has sponsored Code Section 4975, for which an exemption is not available or (ii) material failure to comply with any Plan that provides provision of ERISA, other applicable law, or any agreement, which, in either case, would subject the Company or any Affiliate to liability (including, without limitation, through any obligation of indemnification or contribution) for any post-employment damages, penalties, or post-retirement taxes, or any other material loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the Company's knowledge, threatened with respect to any such Company Benefit Plan. (d) Neither the Company nor any Affiliate has incurred any liability under title IV of ERISA which has not been paid in full as of the date of this Agreement. There has been no "accumulated funding deficiency" (whether or not waived) with respect to any employee pension benefit plan ever maintained by the Company or any Affiliate and subject to Code Section 412 or ERISA Section 302. With respect to any Company Benefit Plan maintained by the Company or any Affiliate and subject to Title IV of ERISA, there has been no (nor will there be any as a result of the Transactions) (i) "reportable event," within the meaning of ERISA Section 4043 or the regulations thereunder, for which the notice requirement is not waived by the regulations thereunder, and (ii) event or condition which presents a material risk of a plan termination or any other event that may cause the Company or any Affiliate to incur liability or have a lien imposed on its assets under Title IV of ERISA. Neither the Company nor any Affiliate has ever maintained a Multiemployer Plan (as hereinafter defined). (e) With respect to each Company Benefit Plan, complete and correct copies of the following documents (if applicable to such Company Benefit Plan) have previously been delivered to MergerCo or its representatives: (i) all documents embodying or governing such Company Benefit Plan, and any funding medium for such Company Benefit Plan (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Company Benefit Plan under Code Section 401(a), and any applications for determination or approval subsequently filed with the IRS; (iii) the three most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the current summary plan description for such Company Benefit Plan (or other descriptions of such Company Benefit Plan provided to employees) and all modifications thereto; and (v) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such Company Benefit Plan. (f) With respect to each group health plan benefitting any current or medical or life insurance benefits for retired, former or current employees employee of the Company or any Company Subsidiary, except as required by Affiliate that is subject to Section 4980B of the Code, or was subject to Section 162(k) of the Code, the Company and each Affiliate have complied in all material respects with (i) the continuation coverage requirements of Section 4980B of the Code and Section 162(k) of the Code, as applicable, and Part 6 of Subtitle B of Title I of ERISA and (ii) the Health Insurance Portability and Accountability Act of 1996, as amended. (dg) Full payment has been madeWith respect to any insurance policy providing funding for benefits under any Company Benefit Plan, or otherwise properly accrued on the books and records (i) there is no liability of the Company or any Affiliate in the nature of a retroactive rate adjustment, A-14 105 loss sharing arrangement, or other actual or contingent liability, nor would there be any such liability if such insurance policy was terminated on the date hereof, and any Company Subsidiary, of all amounts that (ii) to the Company and any Company Subsidiary are required under the terms knowledge of the Plans Company, no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding and no such proceedings with respect to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due)insurer are imminent. (eh) Except as set forth in Section 4.11(e) 5.15 of the Company Disclosure Schedule, no Company Benefit Plan provides benefits, including, without limitation, death or medical benefits, beyond termination of service or retirement other than (i) coverage mandated by law, (ii) death or retirement benefits under any qualified Company Benefit Plan, either individually or collectively(iii) deferred compensation benefits reflected on the books of the Company or an Affiliate. (i) Except as set forth in Section 5.15 of the Company Disclosure Schedule, provides for the execution and performance of this Agreement will not (i) constitute a stated triggering event under any Company Benefit Plan that will result in any payment (whether of severance pay or otherwise) becoming due from the Company or any Affiliate to any officer, employee, or former employee (or dependents of such employee), or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any employee, officer or director of the Company or any Affiliate. (j) Except as set forth in Section 5.15 of the Company Disclosure Schedule, (i) any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any Affiliate who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code), and (ii) the disallowance of a deduction under Section 162(m) of the Code for employee remuneration will not apply to any amount paid or payable by the Company or any Affiliate under any contract, Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this AgreementBenefit Plan, program, arrangement or understanding currently in effect. (fk) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.Section:

Employee Benefit Plans. (a) Section 4.11(a3.10(a) of the Company Disclosure Schedule lists (i) all material employee benefit plans (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”), and whether or not subject to the requirements of ERISA) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or and other material benefit plans, programs or arrangements, and all material employment, termination, severance or and other material similar contracts or agreements (other than individual option agreementsincluding, without limitation, any such contracts or agreements relating to a sale of the Company or any Company Subsidiary or the consummation of any Transaction) to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any material obligation or which liability or that are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, officer or director or consultant 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 and (iii) any employee benefit plan in respect of which the Company or any Company Subsidiary could incur liability under Section 4212(c) of ERISA (collectively, the “Company Plans”). The . (b) With respect to each Company Plan that is subject to United States Law (a “U.S. Company Plan”), the Company has made available to Parent copies, which are correct or its counsel a true and complete in all material respects, copy of the following: (i) the Planseach U.S. Company Plan document, (ii) the annual report (Form 5500) most recently filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letterForm 5500, if any, relating to the Plans and such U.S. Company Plan, (iviii) the most recent summary plan description for such Plans each U.S. Company Plan for which a summary plan description is required by applicable Law, (iv) the most recently received determination letter, if any, issued by the IRS with respect to any U.S. Company Plan that is intended to qualify under Section 401(a) of the Code, and (v) the most recently prepared actuarial report or other descriptions financial statement, if any, relating to a U.S. Company Plan. With respect to each Company Plan that is not subject to United States Law (a “Non-U.S. Company Plan”), the Company has made available to Parent or its counsel a true and complete copy of such Plans provided to employees) each Non-U.S. Company Plan document and all each material modifications theretodocument, if any, prepared in connection with each Non-U.S. Company Plan. (bc) Each Plan None of the Company, any Company Subsidiary or any Company ERISA Affiliate maintains, contributes to or has been operated any liability with respect to 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 liability under Section 4063 or 4064 of ERISA could be incurred (a “Multiple Employer Plan”). Except as set forth in Section 3.10(c) of the Company Disclosure Schedule, none of the U.S. Company Plans (i) provides for the payment of separation, severance, termination or similar-type benefits to any person, (ii) obligates the Company or any Company Subsidiary to pay separation, severance, termination or similar-type benefits solely or partially as a result of any Transaction or (iii) obligates the Company or any Company Subsidiary to make any payment or provide any benefit as a result of a “change in control”, within the meaning of such term under Section 280G of the Code. None of the U.S. Company 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, except as required by applicable Law. The Company, each Company Subsidiary and each Company ERISA Affiliate have complied in all material respects with the requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar state Law (“COBRA”). (d) Each U.S. Company Plan has been maintained, funded and administered in accordance with its terms and the requirements of all applicable Laws, including including, without limitation, ERISA and the Code, except where such non-compliance could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or in violation of, and have no knowledge of any material default or violation by any party to, any U.S. Company Plan. No Action is pending or, to the knowledge of the Company, threatened with respect to any U.S. Company Plan (other than claims for benefits in the ordinary course) that could reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect and, to the knowledge of the Company, no fact or event exists that could reasonably be expected to give rise to any such Action. (e) Each U.S. Company Plan that is intended to be qualified under Section 401(a) of the Code has timely applied for or Section 401(k) of the Code has received a favorable determination letter from the IRS, IRS covering all of the provisions applicable to the U.S. Company Plan for which determination letters are currently available that the U.S. Company Plan is so qualified or is entitled to may rely on an opinion or advisory letter issued to a favorable opinion issued by the IRS, and, master or prototype or volume submitter provider with respect to the knowledge tax-qualified status of such U.S. Company Plan. (f) Except for matters that, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect, there has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any U.S. Company Plan. None of the Company, any Company Subsidiary or any Company ERISA Affiliate has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA, or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no fact or event exists that would give rise to any such liability. (g) With respect to each Non-U.S. Company Plan: (i) each Non-U.S. Company Plan has occurred since been maintained and administered in compliance with all applicable Laws, except where such non-compliance could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect; (ii) all employer and employee contributions to each Non-U.S. Company Plan required by Law or by the terms of such Non-U.S. Company Plan have been made, or, if applicable, accrued in accordance with the standard accounting practices applicable in the local jurisdiction, and a pro rata contribution for the period prior to and including the date of such determination letter this Agreement has been made or letters from accrued; (iii) the IRS to adversely affect, in any material respectfair market value of the assets of each funded Non-U.S. Company Plan, the qualified status liability of each insurer for any such Non-U.S. Company Plan funded through insurance or the exempt status book reserve established for any Non-U.S. Company Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on an ongoing basis (actual or contingent) accrued to the date of any this Agreement with respect to all current and former participants under such trust.Non-U.S. Company Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Non-U.S. Company Plan, and no Transaction shall cause such assets or insurance obligations to be less than such benefit obligations; provided that a Non-U.S. Company Plan that is maintained solely pursuant to applicable foreign Law and sponsored by a Governmental Authority shall not be subject to this paragraph; (civ) Except each Non-U.S. Company Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and, except as could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, each Non-U.S. Company Plan is now and always has been operated in compliance with all applicable non-United States Laws; (v) none of the grants, subsidies, concessions and/or allowances that have been received by the Company or any Company Subsidiary from any Governmental Authority are liable to be repaid or revoked in whole or in part as a result of the entry into or the completion of this Agreement or the Transactions; (vi) all deductions and payments required to be made by the Company or any Company Subsidiary in respect of Central Provident Fund or Central Provident Scheme contributions (including employer’s contributions) in relation to the remuneration of its employees to any relevant competent authority have been so made; and (vii) except as set forth in Section 4.11(c3.10(g)(vii) of the Company Disclosure Schedule, neither none of the Non-U.S. Company Plans (A) provides for the payment of material separation, severance, termination or similar-type benefits to any person, (B) obligates the Company nor or any Company Subsidiary sponsors to pay material separation, severance, termination or has sponsored similar-type benefits solely or partially as a result of any Plan that Transaction, or (C) obligates the Company or any Company Subsidiary to make any material payment or provide any material benefit as a result of a change in control under applicable Law. None of the Non-U.S. Company Plans provides for any post-employment or post-retirement health or medical promises material retiree medical, disability or life insurance benefits for retiredto any current or former employee, former officer or current employees director of the Company or any Company Subsidiary, except as required by Section 4980B of the Codeapplicable Law. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.

Employee Benefit Plans. (a) Section 4.11(a) 4.11 of the Company Disclosure Schedule lists all each material plan, arrangement or policy (written or oral), whether covering a single individual or group of individuals, relating to stock options, stock purchases, deferred compensation, bonus, severance, retention, fringe benefits or other employee benefits (collectively, the “Plans”), including, without limitation, each material employee benefit plans plan (as defined in Section 3(3) of ERISA) (such Plans, the Employee Retirement Income Security Act of 1974 (“ERISAU.S. Plans”)) and all material bonus, stock optionin each case that is maintained or contributed to, stock purchaseor required to be maintained or contributed to, restricted stock, incentive, deferred compensation, retiree medical by the Company or life insurance, supplemental retirement, severance any ERISA Affiliate or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to under which the Company or any ERISA Affiliate has or may have any liability for contributions, premiums or benefits. Each Plan that has been maintained or contributed to by the Company Subsidiary is a partyor any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries will or may have any liability, for the benefit of employees of the Company Subsidiary or its Subsidiaries, or any of them, who perform services outside the United States shall be collectively referred to as the “International Plans.” (b) The Company has made available to Buyer true and complete copies of each U.S. Plan and, for each U.S. Plan (i) if the Plan has been reduced to writing, the plan document and all amendments thereto, (ii) if the Plan has not been reduced to writing, a written summary of all material Plan terms, (iii) any obligation related trust agreements, custodial agreements, insurance policies or contracts, administrative agreements and similar agreements, and investment management or investment advisory agreements, (iv) any summary plan descriptions, employee handbooks or similar employee communications, (v) in the case of any Plan for which Forms 5500 are required to be filed, the Form 5500 and accompanying schedules, if any, for the most recent two (2) years for which such Forms have been filed, and (vi) in the case of any Plan that is intended to be qualified under Code Section 401(a), the most recent determination letter (and, if applicable, opinion letter) from the Internal Revenue Service. (c) Neither the Company nor any ERISA Affiliate has ever maintained, contributed to, or been required to contribute to a plan subject to Title IV of ERISA or sponsored by Section 412 of the Code, including any multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which the Company or any Company Subsidiary of its Subsidiaries could incur liability under Section 4063 or 4064 of ERISA. None of the Plans (i) provides for the payment of separation, severance, termination or similar-type benefits to any Person, (ii) obligates the Company or any of its Subsidiaries to pay or accelerate the vesting of any payment or funding of any separation, severance, termination or other payment or benefits solely or partially as a result of any transaction contemplated by this Agreement, or (iii) obligates the Company or any of its Subsidiaries to make any payment or provide any benefit as a result of a change in the ownership or control of the Company or the change in the ownership of a substantial portion of the Company’s assets. None of the Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer, officer or director or consultant of the Company or any Company Subsidiary (collectivelyof its Subsidiaries, the “Plans”)except as required by Section 601 et seq. The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretoERISA. (bd) Each To the knowledge of the Company, each Plan is now and always has been operated maintained and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code, where applicable. Each Neither the Company nor any of its Subsidiaries could reasonably be subject to a liability under Sections 409 or 502(i) of ERISA or to a tax under Section 4975 of the Code. The Company and its Subsidiaries have performed all obligations required to be performed by them under the Plans in all material respects and are not in any material respect in default under or in violation of, and the Company has no knowledge of any material default or violation by any party to, any Plan. No Action is pending or, to the knowledge of the Company, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, to the knowledge of the Company, no fact or event exists that is reasonably likely to give rise to any such Action. No Plan is or, within the last six (6) years, has been the subject of an examination or audit by any Governmental Authority or the subject of an application or filing under or a participant in, a government-sponsored amnesty, voluntary compliance, self-correction or similar program. (e) For each U.S. Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code Code, the Company and/or its Subsidiaries have adopted a prototype plan that has received a favorable determination opinion letter from the IRS, or is entitled to rely on a favorable opinion issued by the IRS, IRS and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, affect the qualified status of any such Plan or the exempt status of any such trustPlan. (cf) Except The Company and its Subsidiaries have timely paid all amounts that each, as set forth applicable, is required to pay as contributions to, or premiums or benefits under, the Plans in Section 4.11(c) of the Company Disclosure Scheduleall material respects, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Codehave accrued such amounts in accordance with GAAP. (dg) Full payment has been made, or otherwise properly accrued on Neither the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date execution of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) nor the consummation of the Company Disclosure Schedule, no Plan, either individually transactions contemplated hereby (whether alone or collectively, provides for in connection with any other events) will result in any payment by that, separately or in the Company or any Company Subsidiary that aggregate, would constitute a an “excess parachute payment” within the meaning of Section 280G of the Code after giving effect to or that would not be deductible under Section 162 of the transactions contemplated by this AgreementCode. (fh) Neither Each International Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all Laws that are applicable to such International Plan. Furthermore, no International Plan has material unfunded liabilities that, as of the Closing, will not be offset by insurance or fully accrued or disclosed in the Company’s financial statements. (i) Prior to the execution of this Agreement, the Company nor any ERISA Affiliate sponsors or has sponsored in (acting through the past six years any Plan (or United States based pension plan in Compensation Committee and the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 Special Committee of the Code. Neither Board) has taken all such steps as may be required to cause any and all employment compensation, severance and employee benefit agreements and arrangements entered into by the Company nor or its Subsidiaries or contemplated hereby with any ERISA Affiliate contributes of their respective officers, directors or employees (including those agreement and arrangements listed in Schedule 4.11(i)) to be approved as an “employment compensation, severance or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (other employee benefit arrangement” within the meaning of Section 3(37Rule 14d-10(d)(1) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” under the Exchange Act and to satisfy the requirements of the Company if it would have ever been considered a single employer with non-exclusive safe harbor set forth in Rule 14d-10(d) under the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISAExchange Act. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.

Employee Benefit Plans. (a) Section 4.11(a3.9(a) of the Company Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonusBenefit Plans sponsored, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) 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, contributed to or sponsored required to be contributed to by the Company Company, any of its Subsidiaries, or any Company Subsidiary for of their ERISA Affiliates, or under which the benefit Company, any of any current or former employee, officer, director or consultant of the Company its Subsidiaries or any Company Subsidiary of their ERISA Affiliates may have any liability (collectively, contingent or otherwise) (the “Company Benefit Plans”). The Copies of the Company has Benefit Plans and any amendments thereto have been made available to Parent copiestogether with any applicable trust documents, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions and summaries of such Plans provided to employeesmaterial modifications, if applicable), non-discrimination testing results, actuarial valuations, annual report (Form 5500 including, if applicable, Schedule B thereto) and all material modifications theretotax return (Form 990) prepared in connection with any such plan or related trust. Except as set forth in Section 3.9(a) of the Company Disclosure Schedule, neither the Company nor, to the knowledge of the Company, any other person or entity has any express or implied commitment, whether legally enforceable or not, to adopt, terminate or materially modify any Company Benefit Plan, other than with respect to a modification or termination required by ERISA or the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this Agreement, “ERISA Affiliate” of any entity means any other person, entity, trade or business (whether or not incorporated) that, together with such entity, would be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code. (b) Each Except for such non-compliance which would not, individually or in the aggregate, materially and adversely affect the ability of the Company and its Subsidiaries to operate their business in the ordinary course consistent with past practices, (i) each Company Benefit Plan has been operated maintained and administered in all material respects in accordance compliance with its terms and the requirements of all with applicable LawsLaw, including ERISA and the Code, to the extent applicable thereto, and (ii) all contributions required to be made under the terms of any Company Benefit Plan have been timely made or, if not yet due, have been properly reflected in the Company’s financial statements in accordance with GAAP. Each Except as set forth in Section 3.9(b) of the Company Disclosure Schedule, any Company Benefit Plan that 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 or equivalent opinion letter from the IRSInternal Revenue Service, or is entitled and the Company has made available to rely on Parent a favorable opinion issued by the IRS, and, to the knowledge copy of the Company, no fact or event has occurred since the date of most recent such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any for each such Plan or the exempt status of any such trustCompany Benefit Plan. (c) Except as set forth in Section 4.11(c3.9(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors its Subsidiaries maintains, contributes to or is required to contribute to, or has sponsored in the past six years maintained, contributed to or been required to contribute to any Plan that plan or arrangement which provides for any post-employment or post-retirement health or retiree medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiarywelfare benefits, except as required by pursuant to the continuation coverage requirements of Section 601 et. seq. of ERISA or Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e3.9(d) of the Company Disclosure Schedule, no Planneither the Company, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company its Subsidiaries nor any of their ERISA Affiliate sponsors Affiliates maintains, contributes to or is required to contribute to, or has sponsored in the past six years maintained, contributed to or been required to contribute to any Benefit Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither None of the Company nor any ERISA Affiliate contributes to Benefit Plans is a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), a “multiple employer plan” (as defined in Section 413(c) of the Code) or has ever contributed to, or otherwise incurred any withdrawal liability under, any a “multiemployer plan plan” (within the meaning of as defined in Section 3(37) of ERISA). For purposes of this , and neither the Company, its Subsidiaries nor any other their ERISA Affiliates has during the past six years, maintained or contributed to, or been required to contribute to, or otherwise had any obligation or liability in connection with, such a multiple employer plan or multiemployer plan. (e) Except as set forth in Section 4.11(f), an entity is an “ERISA Affiliate” 3.9(e) of the Company if it would have ever been considered Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee, consultant, officer or other service provider of the Company or any of its Subsidiaries to severance pay, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, consultant, officer or other service provider or (iii) trigger any payment or funding (through a single employer grantor trust or otherwise) of compensation or benefits, or (iv) increase the amount payable or trigger any other material obligation, benefit (including loan forgiveness), requirement or restriction pursuant to any Company Benefit Plan or otherwise. Without limiting the foregoing, Section 3.9(e) of the Company Disclosure Schedule sets forth a list of employment or consulting agreements with the Company under 4001(bcontaining “change in control” or similar provisions that will be triggered by the consummation of the Merger or the entry into this Agreement by the Company. (f) Except as set forth on Section 3.9(f) of ERISA the Company Disclosure Schedule, no amount or part benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any current or former employee or other service provider of the same controlled group as Company or any Subsidiary of the Company for purposes who is a “disqualified individual” within the meaning of Section 302(d)(8)(C280G of the Code could be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of ERISAthe Code) as a result of the consummation of the transactions contemplated by this Agreement. (g) Except as set forth on Section 3.9(g) of the Company Disclosure Schedule, each Company Benefit Plan and any award thereunder (i) has been operated in good faith compliance in all material respects with Section 409A of the Code since January 1, 2005, and all applicable regulations and notices issued thereunder, and (ii) since January 1, 2009, has been in all material respects in documentary compliance with Section 409A of the Code. Each Company Stock Award was granted with an exercise price not less than the fair market value of the underlying Company Common Stock on the date of grant. Except as set forth on Section 3.9(g) of the Company Disclosure Schedule, no director, officer, employee or service provider of the Company or its affiliates is entitled to a gross-up, make-whole or indemnification payment with respect to taxes imposed under Section 409A or Section 4999 of the Code. (h) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against materially and adversely affect the ability of the Company or any Company Subsidiaryand its Subsidiaries to operate their business in the ordinary course consistent with past practices, (ii) there is are no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge Company’s knowledge, threatened claims by or on behalf of any Company Benefit Plan, by any employee or beneficiary covered under any Company Benefit Plan or otherwise involving any Company Benefit Plan (other than routine claims for benefits). (i) Except as set forth on Section 3.9(i) of the CompanyCompany Disclosure Schedule, threatened against no Company Benefit Plan provides benefits or affecting the Company or compensation to any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout employees or other labor dispute by service providers who reside or with respect to its employees within provide services primarily outside of the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesUnited States.

Employee Benefit Plans. (a) Section 4.11(a) Schedule 3.10 of the Company Disclosure Schedule lists sets forth a true and complete list of (i) all material the employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) 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, contributed to or sponsored by the Company or any Company Subsidiary arrangements maintained for the benefit of any current or former employee, officer, officer or director or consultant of the Company or any Subsidiary, as amended to date (the "Plans"), and (ii) all contracts and agreements relating to employment which provide for annual compensation in excess of $75,000, and all severance or change of control agreements, with any of the directors, officers, consultants or employees of the Company or its Subsidiaries (other than, in each case, any such contract or agreement that is terminable at any time by the Company or a Subsidiary at will and without penalty or other adverse consequence) (collectively, the “Plans”"Employment Contracts"). The Company Parent has made available to Parent copies, which are correct been furnished with a true and complete copy of each Plan, each material document prepared in all material respects, connection with each Plan and each Employment Contract. Except as set forth on Schedule 3.10 of the followingCompany Disclosure Schedule: (i) none of the PlansPlans is a multi-employer plan within the meaning of Section 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); (ii) none of the annual report Plans or Employment Contracts promises or provides retiree medical or life insurance benefits to any person, except as required by Part 6 of Title I of ERISA, Section 4980B of the Code or any similar state Law relating to the continuation of health insurance coverage; (Form 5500iii) filed with each Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (“IRS”) for that it is so qualified and nothing has occurred since the last year, (iii) date of such letter to affect the most recently received IRS determination letter, if any, relating to the Plans and qualified status of such Plan; (iv) none of the most recent summary plan description for such Plans or Employment Contracts promises or provides severance benefits or benefits contingent upon a change in ownership or control within the meaning of Section 280G of the Code; (or other descriptions of such Plans provided to employeesv) and all material modifications thereto. (b) Each each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that is intended to be qualified under Section 401(aLaw; (vi) none of the Code or Section 401(kPlans is subject to Title IV of ERISA; (vii) of the Code has received a favorable determination letter from the IRS, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors has incurred any direct or has sponsored indirect liability under, arising out of, or by operation of, Title IV of ERISA in connection with the termination of, or withdrawal from, any Plan that provides for any post-employment or post-other retirement health plan or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. arrangement; and (dviii) Full payment has been made, or otherwise properly accrued on the books and records of the Company and the Subsidiaries have not incurred any Company Subsidiaryliability under, of and have complied in all amounts that respects with, the Company and any Company Subsidiary are required Worker Adjustment Retraining Notification Act. Other than routine claims for benefits under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure SchedulePlans, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed claim with respect to, or otherwise incurred any withdrawal liability underlegal proceeding involving, any multiemployer plan (within the meaning Plan or a breach of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity any Employment Contract is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxesthreatened.

Employee Benefit Plans. (a) Section 4.11(a) of Except where the Company Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) failure 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, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as true would not, individually or in the aggregate, have a material adverse effect on the Texas Company, (i) each Texas Company Plan (as hereinafter defined) has been operated and administered in accordance with its terms and applicable Law, including, but not limited to ERISA and the Code, (ii) each Texas Company Plan intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified, (iii) except as required by COBRA, no Texas Company Plan provides death or medical benefits (whether or not insured), with respect to current or former employees of the Texas Company or of any trade or business, whether or not incorporated, which together with the Texas Company would be deemed a "single employer" within the meaning of Section 4001 of ERISA (a "Texas Company ERISA Affiliate"), beyond ----------------------------- their retirement or other termination of service, (iv) no liability under Title IV of ERISA has been incurred by the Texas Company or any Texas Company ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Texas Company or any Texas Company ERISA Affiliate of incurring any such liability (other than PBGC premiums), (v) all contributions or other amounts due from the Texas Company or any Texas Company ERISA Affiliate with respect to each Texas Company Plan have been paid in full, (vi) neither the Texas Company nor any Texas Company ERISA Affiliate has engaged in a transaction in connection with which the Texas Company or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, and (vii) there are no pending or anticipated or, to the best knowledge of Texas Company, threatened claims (other than routine claims for benefits) by, on behalf of or against any Texas Company Plan or any trusts related thereto. (b) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, without limitation, severance, unemployment compensation, parachute payments under Section 280G of the Code or otherwise) becoming due to any current or former director or any employee of the Texas Company or any of its Subsidiaries under any Texas Company Plan or otherwise or cause any prior payment made to any current or former director or employee of the Delaware Company or any of its Subsidiaries to be a parachute payment under Section 280G of the Code, (ii) materially increase any benefits otherwise payable under any Texas Company Plan or (iii) result in any acceleration of the time of payment or vesting of any such benefits. Except as set forth in Section 4.18(b) of the Texas Company Disclosure Schedule, no payments have been made or will be made by the Texas Company or any of its Subsidiaries that would not be deductible by the Texas Company or any of its Subsidiaries under Section 162(m) of the Code. Except as set forth in Section 4.18(b) of the Texas Company Disclosure, no benefits or bonus has accrued or will accrue under any other bonus program for any officer, director, or any senior regional manager of the Texas Company on or before the Effective Time. (c) For purposes of this Agreement, the term "Texas Company Plan" ------------------ shall mean each deferred compensation, bonus or other incentive compensation, stock purchase, stock option, including, without limitation, any Texas Company Option Plan, or other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance or other "welfare" plan, fund or program (within the meaning of Section 3(1) of ERISA); each profit-sharing, stock bonus or other "pension" plan, fund or program (within the meaning of Section 3(2) of ERISA); each employment, termination or severance agreement; and each other employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by the Texas Company or by any Texas Company ERISA Affiliate or to which the Texas Company or any Texas Company ERISA Affiliate is party, whether written or oral, for the benefit of any employee or former employee of the Texas Company or any Texas Company ERISA Affiliate. (d) Except where the failure to be true would not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Texas Company, with respect to each Texas Company Multiemployer Plan (as hereinafter defined) (i) no withdrawal liability has been incurred by the Texas Company or any Texas Company ERISA Affiliate, and the Texas Company has no reason to believe that any such liability will be incurred, prior to the Closing Date, (iii) no such plan is in "reorganization" (within the meaning of Section 4241 of ERISA), (iii) no notice has been received that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, or that the plan is or may become "insolvent" (within the meaning of Section 4241 of ERISA), (iv) no proceedings have been instituted by the Pension Benefit Guaranty Corporation against the plan, (v) there is no unfair labor practice charge or complaint pending against contingent liability for withdrawal liability by reason of a sale of assets pursuant to Section 4204 of ERISA, and (vi) except as disclosed in Section 4.18(d) of the -44- Texas Company Disclosure Schedule, if the Texas Company or any Texas Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout ERISA Affiliate were to have a complete or labor dispute pending or, to the knowledge partial withdrawal under Section 4203 of ERISA as of the CompanyClosing, threatened against or affecting no obligation to pay withdrawal liability would exist on the part of the Texas Company or any ERISA Affiliate. "Texas Company Subsidiary, and neither ------------- Multiemployer Plan" means a multiemployer plan within the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or meaning of Section ------------------ 4001(a) (3) of ERISA with respect to its employees within which the last three (3) years, (iii) there are no charges with respect to or relating to the Texas Company or any Texas Company Subsidiary pending before any Governmental Authority responsible for the prevention ERISA Affiliate has an obligation to contribute or has or could have withdrawal liability under Section 4201 of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesERISA.

Employee Benefit Plans. (a) The Company has provided the Purchasers with a list identifying each Employee Plan and Benefit Arrangement. (b) No Employee Plan (i) constitutes a Multiemployer Plan; or (ii) is maintained in connection with any trust described in Section 4.11(a501(c)(9) of the Code. Neither the Company Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) nor any ERISA Affiliate of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonusCompany maintains, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical contributes to or life insurance, supplemental retirement, severance is required to contribute to or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to which in the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary past has any obligation or which are maintained, contributed to or sponsored by the Company or been required to contribute to any Company Subsidiary for the benefit plan subject to Title IV of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretoERISA. (bc) Each Employee Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that which is intended to be qualified under Section 401(a) of the Code or is so qualified and has been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 401(k501(a) of the Code and has received a favorable been so exempt since its creation. The Company has furnished to the Purchasers copies of the most recent Internal Revenue Service determination letter from the IRS, or is entitled with respect to rely on a favorable opinion issued by the IRS, and, to the knowledge of each such Employee Plan. To the Company's knowledge, no fact or event each Employee Plan and Benefit Arrangement has occurred since been maintained in substantial compliance with its terms and with the date of requirements prescribed by any and all statutes, orders, rules and regulations, including, but not limited to, ERISA and the Code, which are applicable to such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Employee Plan or the exempt status of any such trustBenefit Arrangement, as applicable. (cd) Except as disclosed in Section 3.14 of the Disclosure Schedule, there is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any Subsidiary that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 162(m) or 280G of the Code. (e) Neither the Company nor any Subsidiary maintains or contributes to any Employee Plan which provides, or has any liability to provide, life insurance, medical or other welfare benefits to any employee upon retirement or termination of employment, except as may be required by law. (f) Except as disclosed in writing to the Purchasers, since the Balance Sheet Date, there has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any of its Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or Benefit Arrangement which would increase materially the expense of maintaining such Employee Plan or Benefit Arrangement above the level of the expense incurred in respect thereof for the fiscal year ended on the Balance Sheet Date. (g) Except as set forth in Section 4.11(c3.14(g) of the Company Disclosure ScheduleSchedule or disclosed in the Company's SEC Reports, neither the Company nor any Company Subsidiary sponsors is a party to or has sponsored subject to any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company union contract or any Company Subsidiaryemployment contract providing for annual future compensation of $100,000 or more with any officer, except as required by Section 4980B of the Codeconsultant, director or employee. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.

Employee Benefit Plans. (a) Section 4.11(a) of Neither the Company Disclosure Schedule lists all material employee benefit plans nor any of its ERISA Affiliates (as defined or any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has in Section 3(3the past sponsored, maintained, administered or contributed to (or had any obligation to contribute to) or has or is reasonably expected to have any direct or indirect liability with respect to, any plan subject to Title IV of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, including any Multiemployer Plan. No Company Plan provides post-termination or retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangementswelfare benefits to any individual for any reason, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) 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, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant none of the Company or any of its Subsidiaries has any liability to provide post-termination or retiree medical or welfare benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree medical or welfare benefits in each case except as would not have, individually or in the aggregate, a Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretoMaterial Adverse Effect. (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Company Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination or opinion letter from the IRS, IRS or is entitled has applied to rely on the IRS for such a favorable opinion issued by letter within the IRS, applicable remedial amendment period or such period has not expired and, to the knowledge of the Company’s Knowledge, there is no fact or event has occurred since the date of reason why any such determination letter should be revoked or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trustnot be reissued. (c) Except as set forth Each Company Plan has been maintained in compliance with its terms and Applicable Law, including ERISA and the Code, except for failures to comply that would not have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Plan that is subject to Section 4.11(c) 409A of the Company Disclosure Schedule, neither Code has been administered in material compliance with its terms and the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees operational and documentary requirements of Section 409A of the Company or any Company SubsidiaryCode and all applicable regulatory guidance (including notices, rulings, and proposed and final regulations) thereunder, except as required by Section 4980B of for failures to comply that would not have, individually or in the Codeaggregate, a Company Material Adverse Effect. (d) Full payment has been madeNo action, suit, audit, proceeding, claim (other than routine claims for benefits) or, to the Company’s Knowledge, investigation, is pending against or otherwise properly accrued on involves or, to the books and records of the Company and Company’s Knowledge, is threatened against or threatened to involve any Company SubsidiaryPlan before any arbitrator or any Governmental Authority, including the IRS, the Department of all amounts that Labor or the PBGC, which, individually or in the aggregate, would not have, individually or in the aggregate, a Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due)Material Adverse Effect. (e) Except as set forth provided in Section 4.11(e) this Agreement, and except as caused by or done at the direction of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company Parent or any Company Subsidiary that would constitute a “parachute payment” within of its Affiliates, neither the meaning execution of Section 280G this Agreement nor the consummation of the Code after giving effect to the transactions contemplated by this Agreement. hereby (feither alone or together with any other event) Neither will (i) entitle any current or former Company Service Provider to any material payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit; or (ii) accelerate the Company nor time of payment or vesting or trigger any ERISA Affiliate sponsors payment or has sponsored in the past six years any Plan funding (through a grantor trust or United States based pension plan in the case otherwise) of an ERISA Affiliate) that is subject to Title IV compensation or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed tobenefits under, or otherwise incurred increase the amount payable or trigger any withdrawal liability other obligation under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISAPlan. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.

Employee Benefit Plans. (a) Section 4.11(a) of Except for such claims which have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonusMaterial Adverse Effect, stock optionno action, stock purchasedispute, restricted stocksuit, incentiveclaim, deferred compensationarbitration or legal, retiree medical or life insurance, supplemental retirement, severance administrative or other benefit plans, programs proceeding or arrangements, and all material employment, termination, severance or other contracts or agreements governmental action (other than individual option agreementsclaims for benefits in the ordinary course) is pending or, to which the Company or any Company Subsidiary is a partyCompany’s Knowledge, threatened 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, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretoBenefit Plan. (b) Each Company Benefit Plan has been operated maintained and administered in all material respects in accordance compliance with its terms and the requirements of all with applicable LawsLaw, including ERISA and the CodeCode to the extent applicable thereto, except for such non-compliance which has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Any Company Benefit Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, IRS which has not been revoked and, to the knowledge of the Company’s Knowledge, no fact or event has occurred since the date of circumstances exist which could adversely affect such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trustqualification. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither Neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees member of the Company Controlled Group has any actual or any Company Subsidiarypotential liability with respect to a “defined benefit plan” as defined in Section 3(35) of ERISA, except a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, a “multiemployer plan” as required by defined in Section 4980B 3(37) of ERISA or Section 414(f) of the Code or a “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code. (d) Full payment has been made, or otherwise properly accrued on the books The execution and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date performance of this Agreement will not (excluding i) constitute an event under any amounts not yet due)Company Benefit Plan that will result in any payment (whether of severance pay or otherwise) becoming due from the Company to any current or former officer, employee, director or consultant (or dependents of such Persons) or (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any current or former officer, employee, director or consultant (or dependents of such Persons) of the Company. (e) Except No amount that could be received (whether in cash or property or the vesting of property) as set forth in Section 4.11(e) a result of the Company Disclosure ScheduleTransactions by any employee, no Plan, either individually officer or collectively, provides for any payment by director of the Company or any Company Subsidiary that would constitute of its affiliates who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Plan currently in effect would be characterized as an “excess parachute payment” within the meaning of (as such term is defined in Section 280G 280G(b)(1) of the Code after giving effect to the transactions contemplated by this AgreementCode). (f) Neither the Each Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Benefit Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or a “nonqualified deferred compensation plan” (as such term is defined in Section 302 of ERISA or Section 412 or 4971 409A(d)(1) of the Code. Neither the Company nor any ERISA Affiliate contributes to or ) is in material documentary compliance with and has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of been operated in material compliance with Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” 409A of the Company if it would have ever Code or, for the period prior to January 1, 2009, had been considered a single employer operated in good faith compliance with the Company under 4001(b) of ERISA or part Section 409A of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISACode. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.

Employee Benefit Plans. (a) Section 4.11(a) 3.10.1 Section 3.10.1 of the Company Disclosure Schedule lists all material sets forth a true and complete list of each “employee benefit plans (plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”), and any other plan, policy, program, practice, agreement, understanding or arrangement (whether written or oral) and providing compensation or other benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof of the Company or any ERISA Affiliate), which are now, or were within the past 6 years, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate has any obligation or liability, whether actual or contingent, including, without limitation, all material incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock purchaseappreciation, phantom stock, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance stock or other benefit stock-based compensation plans, programs policies, programs, practices or arrangementsarrangements (each a “Company Benefit Plan”). None of the Company, and all material employmentor, terminationto the Company’s knowledge, severance any other person or other contracts entity, has any express or agreements (implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than individual option agreements) to which the Company or any Company Subsidiary is a party, with respect to which a modification, change or termination required by ERISA or the Code. With respect to each Company Benefit Plan, 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, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available delivered to Parent copiestrue, which are correct and complete in copies of (A) each Company Benefit Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (B) all summaries and summary plan descriptions, including any summary of material respectsmodifications, of the following: (iC) the Plans, (ii) the three most recent annual report reports (Form 55005500 series) filed with the Internal Revenue Service IRS with respect to such Company Benefit Plan (“IRS”) for and, if any such annual report is a Form 5500R, the last yearForms 5500C filed with respect to such Company Benefit Plan), (iiiD) the most recently received IRS recent actuarial report or other financial statement relating to such Company Benefit Plan, (E) the most recent determination or opinion letter, if any, relating issued by the IRS with respect to the Plans any Company Benefit Plan and any pending request for such a determination letter, (ivF) the most recent summary plan description for such Plans nondiscrimination tests performed under the Code (or other descriptions of such Plans provided to employeesincluding 401(k) and 401(m) tests) for each Company Benefit Plan, (G) all material modifications theretofilings made with any Governmental Entity, including but not limited to, any filings under the Voluntary Compliance Resolution or Closing Agreement Program or the Department of Labor Delinquent Filer Program. (b) Section 3.10.2 Each Company Benefit Plan has been operated administered in all material respects in accordance with its terms and the requirements of all applicable LawsLaw, including ERISA and the Code. Each Plan that is intended , and contributions required 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, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required made under the terms of any of the Company Benefit Plans to as of the date of this Agreement have paid as contributions to such Plans been timely made or, if not yet due, have been properly reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Company SEC Filings prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of Agreement. With respect to the Company Disclosure ScheduleBenefit Plans, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or event has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending oroccurred and, to the knowledge Company’s knowledge, there exists no condition or set of the Company, threatened against or affecting circumstances in connection with which the Company or could be subject to any Company Subsidiarymaterial liability (other than for routine benefit liabilities) under the terms of, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within to, such Company Benefit Plans, ERISA, the last three (3) years, (iii) there are no charges with respect to or relating to the Company Code or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all other applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesLaw.

Employee Benefit Plans. (a) Section 4.11(a) of the Company Disclosure Schedule lists all material With respect to each employee benefit plans plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”")) and all material bonus), stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical maintained or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) contributed to which by the Company or any Company Subsidiary is a partywith respect to any current or former director, officer or employee of the Company or any Company Subsidiary, or with respect to which the Company or any Company Subsidiary has any obligation could incur liability under Section 4069, 4201 or which are maintained, contributed to or sponsored by 4212(c) of ERISA (the "Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectivelyBenefit Plans"), the “Plans”). The Company has made available to Parent copies, which are a true and correct and complete in all material respects, copy of the following: (i) the Plans, (ii) the most recent annual report (Form 5500) filed with the Internal Revenue Service (“the "IRS”"), (ii) for the last yearsuch Company Benefit Plan, (iii) the most recently received IRS determination letter, if any, each trust agreement relating to the Plans and such Company Benefit Plan, (iv) the most recent summary plan description for such Plans each Company Benefit Plan for which a summary plan description is required, (v) the most recent actuarial report or other descriptions valuation relating to a Company Benefit Plan subject to Title IV of such Plans provided ERISA, if any, and (vi) the most recent determination letter, if any, issued by the IRS with respect to employees) and all material modifications thereto. (b) Each any Company Benefit Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(kCode. (b) of With respect to the Code Company Benefit Plans, no event has received a favorable determination letter from the IRS, or is entitled to rely on a favorable opinion issued by the IRS, occurred and, to the knowledge of the Company, there exists no fact condition or event has occurred since the date set of such determination letter or letters from the IRS to adversely affectcircumstances, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by connection with which the Company or any Company Subsidiary that would constitute a “parachute payment” within could be subject to any liability under the meaning terms of Section 280G of such Company Benefit Plans, ERISA, the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor or any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except other applicable Law except as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither . Neither the Company nor any Company Subsidiary has experienced any strikeactual or contingent material liability under Title IV of ERISA (other than the payment of premiums to the Pension Benefit Guaranty Corporation). None of the Company Benefit Plans is a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA). (c) The Company has made available to Parent (i) copies of all employment agreements and severance agreements with executive officers of the Company or CareInsite and (ii) copies of all plans, slowdownprograms, work stoppage, lockout or agreements and other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to arrangements of the Company or any Company Subsidiary pending before with or relating to its or such Company Subsidiary's employees which contain change in control provisions. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any Governmental Authority responsible for the prevention payment (including, without limitation, severance, unemployment compensation, "golden parachute" or otherwise) becoming due to any director, officer or employee of unlawful employment practices and (iv) the Company and each or any Company Subsidiary areunder any Company Benefit Plan or otherwise, and at all times have been (ii) increase any benefits otherwise payable under any Company Benefit Plan or (iii) result in compliance with, all applicable Laws relating any acceleration of the time of payment or vesting of any benefits (including under the Company Stock Option Plans). (d) No Company Benefit Plan provides retiree medical or retiree life insurance benefits to employment of labor, including all applicable Laws relating any person (except to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxesextent required by law).

Employee Benefit Plans. (a) Section 4.11(a) The Employee Benefits Schedule sets forth a list of the Company Disclosure Schedule lists all material each “employee benefit plans (plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”)) , and all material bonus, stock option, stock purchase, restricted stockeach equity or equity-based, incentive, bonus, deferred compensation, retiree medical or life insuranceemployment, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employmentseverance, termination, severance retention, change of control or other contracts material benefit or agreements (other than individual option agreements) compensation plan, program, contract, policy, agreement or arrangement, in each case that is maintained, sponsored or contributed to which by the Company or any Company Subsidiary is a party, of its Subsidiaries or with respect to which the Company or any Company Subsidiary of its Subsidiaries has any obligation or which are maintainedmaterial liability (each, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (a “Plan” and collectively, the “Plans”). The With respect to each Plan, the Company has made available to Parent copies, which are correct and complete in all material respects, the Purchaser copies of (to the following: extent applicable): (i) the Plans, current plan and trust documents; (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, most recent summary plan description provided to participants; (iii) the most recently received IRS determination letter, if any, relating to the Plans recent Form 5500 annual report; and (iv) the most recent summary plan description for such Plans (determination or other descriptions of such Plans provided to employees) and all material modifications theretoopinion letter received from the Internal Revenue Service. (b) Each Plan has been operated in all material respects in accordance with its terms and of the requirements of all applicable Laws, including ERISA and the Code. Each Plan Plans that is intended to be qualified under Section 401(a) of the Internal Revenue Code or Section 401(k) of 1986, as amended (the Code “Code”), has received a favorable determination or prototype opinion letter from the IRSInternal Revenue Service, or is entitled to rely on a favorable opinion issued by the IRS, and, and to the knowledge Knowledge of the Company, no fact or event Company nothing has occurred since the date of such determination letter or letters from the IRS that could reasonably be expected to adversely affect, in any material respect, affect the qualified status of any such Plan. The Plans comply in form and in operation in all material respects with their terms and with the requirements of the Code and ERISA and other applicable Laws. All contributions or premium payments with respect to each Plan which are due on or before the exempt status Closing Date have been made within the time periods prescribed by the terms of any such trusteach Plan, ERISA and the Code. (c) Except as set forth in Section 4.11(c) of on the Company Disclosure Employee Benefits Schedule, neither the Company nor any Company Subsidiary sponsors of its Subsidiaries has an obligation to contribute to or has sponsored any liability (including liability on account of being considered a single employer with any other entity under Section 414 of the Code) with respect to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) or any “pension plan” (as defined in Section 3(2) of ERISA) that is subject to Section 412 of the Code or Title IV of ERISA. No Plan that provides is a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of which the Company or any Company Subsidiaryof its Subsidiaries could reasonably be expected to incur liability (including liability on account of being considered a single employer with any other entity under Section 414 of the Code) under Section 4063 or 4064 of ERISA or a plan maintained by more than one employer as described in Section 413(c) of the Code. Except as set forth on the Employee Benefits Schedule, no Plan provides for post-employment health or other insurance benefits except as required by Section 4980B of the Code, and neither the Company nor any of its Subsidiaries has promised to provide such benefits. (d) Full payment has been madeNo claim, litigation, audit, or otherwise properly accrued on investigation with respect to any Plan (other than routine claims for benefits) is pending or, to the books and records Company’s Knowledge, threatened and, to the Knowledge of the Company and Company, there is no reasonable basis for any Company Subsidiarysuch claim, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on litigation, audit or prior to the date of this Agreement (excluding any amounts not yet due)investigation. (e) Except as set forth in Section 4.11(e) on the Employee Benefits Schedule, the consummation of the Company Disclosure Schedule, no transactions contemplated by this Agreement (either alone or in conjunction with any other event) will not (i) accelerate the time of payment or vesting or funding or increase the amount of compensation or benefits due under any Plan, either individually or collectively, provides for (ii) result in any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” as defined in Section 280G(b)(2) of the Code; or (iii) result in a requirement to pay any tax “gross-up” or similar “make-whole” payments to any employee, director or consultant of the Company or an Affiliate. (f) Each Plan that constitutes in any part of a nonqualified deferred compensation plan within the meaning of Section 280G 409A of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored been operated and maintained in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or operational and documentary compliance with Section 302 of ERISA or Section 412 or 4971 409A of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISACode and applicable guidance thereunder. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of To the Company’s Knowledge, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and its Subsidiaries have classified all individuals who perform services for it correctly, in accordance with the terms of each Company Subsidiary are, Plan and at all times have been in compliance with, all applicable Laws relating to employment of laborin all material respects, including all applicable Laws relating to wagesas employees, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxesindependent contractors or leased employees.

Employee Benefit Plans. (a) Section 4.11(a3.14(a) of the Company Disclosure Schedule lists sets forth a complete and accurate list, as of the date of this Agreement, of all material employee benefit plans Company Employee Plans. (as defined in Section 3(3b) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to which the Company or any Company Subsidiary is a party, with With respect to which each Company Employee Plan in effect on 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 date of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectivelythis Agreement, the “Plans”). The Company has made available to the Parent copies, which are correct a complete and complete in all material respects, accurate copy of the following: (i) the Planssuch Company Employee Plan, including amendments thereto, (ii) the most recent annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, if any, (iii) the most recently received IRS determination lettereach trust agreement, group annuity contract and summary plan description, if any, relating to the Plans and such Company Employee Plan, (iv) the most recent summary plan description actuarial report, financial statement or valuation report for such Plans Company Employee Plan, if applicable, (v) a current IRS opinion or other descriptions favorable determination letter, if applicable, and (vi) all material correspondence to or from any Governmental Entity relating to any audit or investigation of such Plans provided to employees) and all material modifications theretoCompany Employee Plan. (bc) Each Company Employee Plan has been operated is being administered in accordance with ERISA, the Code and all material respects other applicable laws and the regulations thereunder and in accordance with its terms and terms, except for failures to so administer such Company Employee Plan as are not, individually or in the requirements of all applicable Lawsaggregate, including ERISA and reasonably likely to have a Company Material Adverse Effect. (d) With respect to the Code. Each Plan Company Employee Plans, there are no benefit obligations for which contributions have not been made or properly accrued to the extent required by GAAP, except for failures to make such contributions or accruals for contributions as are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (e) All the Company Employee Plans that is are intended to be qualified under Section 401(a) of the Code or Section 401(khave received determination letters from the IRS to the effect that such Company Employee Plans are qualified and the plans and trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code has Code, or are based on prototype or volume submitter documents that have received a favorable such letters, and no such determination letter from the IRS, or is entitled to rely on a favorable opinion issued by the IRShas been revoked and revocation has not been threatened, and, to the knowledge Company’s Knowledge, no act or omission has occurred, that would adversely affect its qualification except, in each case, as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (f) Except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, other than routine claims for benefits, there are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or, to the Company’s Knowledge, threatened against or involving any Company Employee Plan or asserting any rights to or claims for benefits under any Company Employee Plan. (g) None of the Company, any of the Company’s Subsidiaries or any of their respective ERISA Affiliates (i) maintains (or has during the past six (6) years maintained) a Company Employee Plan that is (or was) subject to Section 412 of the Code or Title IV of ERISA or (ii) is obligated (or was during the past six (6) years obligated) to contribute to a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). During the immediately preceding six (6) years, no fact liability under Section 302 or event Title IV of ERISA has occurred since been incurred by the date Company, any of such determination letter the Company Subsidiaries or letters from the IRS to adversely affect, any of their respective ERISA Affiliates or their respective predecessors that has not been satisfied in any material respect, the qualified status of any such Plan or the exempt status of any such trustfull. (ch) Except as set forth in Section 4.11(c) Neither the execution and delivery of this Agreement nor the consummation of the Company Disclosure Scheduletransactions contemplated hereby will (either alone or in conjunction with any other event): (i) entitle any current or former employee, neither the Company nor any Company Subsidiary sponsors officer, director or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees individual independent contractor of the Company or any of the Company SubsidiarySubsidiaries to any payment or benefit (or result in the funding of any such payment or benefit) under any Company Employee Plan; (ii) increase the amount of any compensation, equity award or other benefits otherwise payable by the Company or any of the Company Subsidiaries under any Company Employee Plan; (iii) result in the acceleration of the time of payment, funding or vesting of any compensation, equity award or other benefits under any Company Employee Plan; (iv) result in any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any current or former employee, officer, director or individual independent contractor of the Company or any of the Company Subsidiaries; or (v) limit or restrict the right of the Company or any of the Company Subsidiaries to merge, amend or terminate any Company Employee Plan in accordance with its terms and applicable law. (i) Neither the Company nor any of the Company Subsidiaries is a party to, or is otherwise obligated under, any plan, policy, agreement or arrangement that provides for the gross-up or reimbursement of Taxes imposed under Section 409A or 4999 of the Code (or any corresponding provisions of state or local law relating to Tax). (j) None of the Company Employee Plans promises or provides medical or other welfare benefits to any Person beyond their retirement or other termination of service, except as required by Section 4980B of the Code. (dk) Full payment has All Company Employee Plans maintained pursuant to the laws of a country other than the United States and all plans or arrangements applicable to employees outside the United States that are mandated by applicable law (i) have in all material respects been mademaintained in accordance with all applicable requirements (including applicable law), or otherwise properly accrued on the books (ii) that are intended to qualify for special Tax treatment meet all material requirements for such treatment, and records of the Company and any Company Subsidiary, of all amounts (iii) that the Company and any Company Subsidiary are required under the terms of the Plans to have paid be funded and/or book reserved are funded and/or book reserved, as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth appropriate, in Section 4.11(e) of the Company Disclosure Scheduleaccordance with GAAP and, no Planif required, either individually or collectivelyapplicable law, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan except, in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan clause (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(fiii), an entity is an “ERISA Affiliate” of the Company if it as has not had and would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, not be reasonably be expected likely to have a Company Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.

Employee Benefit Plans. (a) Section 4.11(aSchedule 2.11(a) of the Company Disclosure Schedule lists all material Plans. “Plan” means any “employee benefit plans (plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) 1974, as amended and all any other material bonus, stock option, stock purchase, restricted stockemployee compensation, incentive, deferred compensationfringe or employee benefit plan, retiree medical or life insuranceprogram, supplemental retirement, severance policy or other benefit plansarrangement (whether or not set forth in a written document) covering any active or former employee, programs director or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to which consultant of the Company or any Company Subsidiary is a partyits Subsidiaries, in each case, with respect to which the Company or any Company Subsidiary its Subsidiaries has any obligation or which are maintainedliability, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: other than (i) the Plansstandard employment agreements that can be terminated at any time without severance or termination pay and upon notice of not more than 60 days or such longer period as may be required by Legal Requirements, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last yearany plan, program, policy or other arrangement that is sponsored or maintained by a Governmental Entity or (iii) the most recently received IRS determination letterany plan, if anyprogram, relating to the Plans and (iv) the most recent summary plan description for such Plans (policy or other descriptions of such Plans provided arrangement that covers only former directors, officers, employees, independent contractors and service providers and with respect to employees) and all material modifications thereto. (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of which the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to its Subsidiaries have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Coderemaining liabilities. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected material to the Company and its Subsidiaries, taken as a whole, all Plans have been maintained and administered in all material respects in compliance with their respective terms and with the Legal Requirements which are applicable to such Plans, and all contributions required to be made with respect to the Plans as of the date hereof have been made or, if not yet due, are reflected in the financial statements and records of the Company and its Subsidiaries to the extent required by U.S. GAAP. Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole, (i) there no suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought, or, to the knowledge of the Company, is no unfair labor practice charge threatened, against or complaint pending against the Company or with respect to any Company Subsidiary, Plan and (ii) there is are no labor strikeaudits, slowdown, work stoppage, lockout inquiries or labor dispute proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or by any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or governmental agency with respect to any Plan. Except as disclosed in Schedule 2.11(a), each Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its employees within terms, without material liability to Parent or the last three Surviving Corporation (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible other than ordinary administration expenses and amounts payable for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxesbenefits accrued but not yet paid).

Employee Benefit Plans. (a) Section 4.11(aSchedule 3.18(a) to the Disclosure Letter contains a true and complete list of the Company Disclosure Schedule lists all material each "employee benefit plans plan" (as defined in within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”")) and all material bonus), stock purchase, stock option, stock purchaseseverance, restricted stockemployment, change-in-control, fringe benefit, bonus, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or compensation and all other employee benefit plans, programs agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which any employee or former employee of the Company or its Subsidiaries has any present or future right to benefits and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to under which the Company or its Subsidiaries has any present of future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the "Company Subsidiary is a partyPlan." (b) Except as disclosed in Schedule 3.18(b) to the Disclosure Letter, with respect to which each Company Plan, the Company has delivered to the Purchasers to the extent requested a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any Company Subsidiary has summary plan description and other material written communications (or in the absence of the foregoing, a description of any obligation or which are maintained, contributed to or sponsored oral communications) by the Company or any Company Subsidiary for of its Subsidiaries to their employees concerning the benefit of any current or former employee, officer, director or consultant extent of the benefits provided under a Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans Plan and (iv) for the two most recent summary plan description years (A) the Form 5500 and attached schedules, (B) audited financial statements, (C) actuarial valuation reports and (D) attorney's response to an auditor's request for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretoinformation. (bi) Each Company Plan has been operated in all material respects established and administered in accordance with its terms and in substantial compliance with the requirements applicable provisions of all applicable LawsERISA, including ERISA and the Code. Each Plan that 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 IRSand other applicable laws, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books rules and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, regulations and neither the Company nor any of its Subsidiaries has incurred in respect of any such Company Subsidiary has experienced Plan any strikematerial tax, slowdownfine, work stoppagelien, lockout penalty or other labor dispute liability imposed by ERISA, the Code or with respect other applicable law, rule and regulations; (ii) each Company Plan which is intended to its employees be qualified within the last three (3meaning of Code section 401(a) yearsis so qualified and has received, to the extent applicable, a favorable determination letter and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (iii) there are no charges with respect to or relating to event has occurred and no condition exists that would subject the Company or any Company Subsidiary pending before of its Subsidiaries, either directly or by reason of their affiliation with any Governmental Authority responsible for member of their "Controlled Group" (defined as any organization which is a member of a controlled group of organizations within the prevention meaning of unlawful employment practices Code sections 414(b), (c), (m) or (o)), to any material tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable laws, rules and regulations; (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.no Company

Employee Benefit Plans. (ai) Section 4.11(a3.1(r)(i) of the Company Seller Disclosure Schedule lists sets forth a list of each material Company Plan. Seller has delivered or made available to the Buyer the following documents to the Buyer with respect to each material Company Plan: (1) correct and complete copies of all material employee benefit plans documents embodying such Company Plan, including (as defined in Section 3(3without limitation) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangementsamendments thereto, and all material employmentrelated trust documents, termination, severance or other contracts or agreements (other than individual option agreements2) to which the Company or a written description of any Company Subsidiary Plan that is not set forth in 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, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Planswritten document, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv3) the most recent summary plan description for such Plans (together with the summary or other descriptions summaries of such Plans provided to employees) and all material modifications thereto, if any, (4) the most recent annual actuarial valuations, if any, (5) all Internal Revenue Service or Department of Labor determination, opinion, notification and advisory letters received since January 1, 2002, (6) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, (7) all material correspondence to or from any Governmental Entity received in the last year, (8) all discrimination tests for the most recent plan year, and (9) all material written agreements and contracts currently in effect, including (without limitation) administrative service agreements, group annuity contracts, and group insurance contracts. (bii) Each Seller represents and warrants that: (1) each Company Plan has been operated established and administered in all material respects in accordance with its terms and the requirements of all applicable LawsLaw, including including, as to each Company Plan that is subject to United States Law, ERISA and the Code. Each . (2) each Company Plan that is intended to be qualified under an “employee pension benefit plan” (within the meaning of ERISA Section 401(a3(2)) of the Code or Section 401(k) of the Code Companies and their Subsidiaries has received a currently effective favorable determination letter from the IRS, or is entitled as to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or its qualification. No event has occurred since the date or circumstance exists that could reasonably be expected to give rise to disqualification or loss of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the tax-exempt status of any Company Plan or a related trust. No Company Plan is subject to the provisions of Section 302 or Title IV of ERISA or Section 412 of the Code. No Company Plan provides welfare benefits (including, without limitation, death or medical benefits) with respect to any former or current employee, or any spouse or dependent of any such trust.employee, beyond the employee’s retirement or other termination of employment with the Company and its Subsidiaries other than coverage mandated by Part 6 of Title I of ERISA. No Company Plan is a “multiemployer plan” as defined in section 3(37) of ERISA; (ciii) With respect to each Company Plan, (i) no material Action is pending or, to the Knowledge of Seller, threatened and (ii) to the Knowledge of Seller, no facts or circumstances exist that reasonably could give rise to any material Actions; (iv) Except as contemplated by Section 4.2 or as set forth in Section 4.11(c3.1(r)(iv) of the Company Seller Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees consummation of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. hereby shall not, either alone or in combination with another event, (fi) Neither the Company nor entitle any ERISA Affiliate sponsors current or has sponsored in the past six years former employee or officer of any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither Companies and their Subsidiaries to severance pay, unemployment compensation or any other payment or (ii) accelerate the Company nor any ERISA Affiliate contributes to time of payment or has ever contributed tovesting, or otherwise incurred increase the amount of compensation due any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA)such employee or officer. For purposes of this Section 4.11(f)the foregoing sentence, an entity is an the term “ERISA Affiliatepayment” shall include (without limitation) any payment, acceleration, forgiveness of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA indebtedness, vesting, distribution, increase in benefits or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA.obligation to fund benefits; (gv) Except as would not, individually or in the aggregate, reasonably be expected With respect to have a Material Adverse Effecteach Company Plan that is not subject to United States Law, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiaryeach such plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities, and (ii) there each such plan that is no labor strikerequired to be funded is funded at levels required by applicable Law as of the Closing Date, slowdown, work stoppage, lockout or labor dispute pending or, and to the knowledge extent any such plans are not fully funded as of the CompanyClosing Date, threatened against or affecting such underfunding is not material to the Company or any Company Subsidiaryand its Subsidiaries, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) yearsall other such plans, (iii) there are no charges adequate reserves with respect to or relating all projected benefit obligations as of the Closing Date will have been established, except to the extent not material; (vi) No Affected Employee has become employed by any of the Companies or their Subsidiaries pursuant to a transfer of an undertaking or business as defined in Council Directive 2001/23/EC of the European Union (the “Directive”) or any legislation implementing the Directive in any member state of the European Union which occurred during the period of three years immediately preceding the Closing Date and no Affected Employee who became employed by any of the Companies or their Subsidiaries pursuant to such a transfer of an undertaking or business has any right to receive benefits or payments on redundancy or early retirement save for those payable under a Company Plan; (vii) No Company or Subsidiary has initiated negotiations with employees or received any request from employees pursuant to the United Kingdom’s Information and Consultation of Employees Regulations 2004; and (viii) No Affected Employee has any right to receive any payment or benefit on termination of employment except pursuant to a Company Subsidiary pending before any Governmental Authority responsible for Plan or a “Retention Letter” listed in Section 3.1(r)(i) of the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all Seller Disclosure Schedule or as otherwise may be required by applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesLaw.

Employee Benefit Plans. (a) Section 4.11(a) 4.10 of the Company Disclosure Schedule lists all includes a complete list of each material "employee benefit plans plan" (as defined in Section within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”")) and all material bonus(including, without limitation, multiemployer plans within the meaning of ERISA section 3(37)), stock purchase, stock option, stock purchaseseverance, restricted stockemployment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or compensation and all other employee benefit plans, programs agreements, programs, policies or other arrangements, and all material employmentwhether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise), terminationwhether formal or informal, severance oral or other contracts written, legally binding or agreements (other than individual option agreements) not under which any employee or former employee of the Company or any of its subsidiaries has any present or future right to benefits or under which the Company or any Company Subsidiary is a partyof its subsidiaries has any present or future liability. All such plans, with agreements, programs, policies and arrangements shall be collectively referred to as the "Plans." 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, director or consultant of the Company or any Company Subsidiary (collectivelyeach Plan, the “Plans”). The Company has made available to Parent copiesa true, which are correct and complete in all material respects, of the followingcopy of: (i) the Plansall plan documents, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the annual report most recent Annual Report (Form 55005500 Series) filed with and accompanying schedule, if any; (iii) the current summary plan description, if any, and other written communications; (iv) the three most recent annual financial reports, if any; (v) the three most recent actuarial reports, if any; and (vi) the most recent determination letter from the Internal Revenue Service (“the "IRS”) for the last year, (iii) the most recently received IRS determination letter"), if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) . Each Plan has been operated in all material respects established and administered in accordance with its terms terms, and in compliance with the requirements applicable provisions of all ERISA, the Code and other applicable Lawslaws, including ERISA rules and regulations except for such violations or non-compliances, which, individually or in the Codeaggregate, reasonably could not be expected to have a Material Adverse Effect on the Company. Each With respect to each Plan that is intended to be a "qualified under plan" within the meaning of Section 401(a) of the Code or Section 401(k) of ("Qualified Plans"), the Code IRS has received issued a favorable determination letter from and nothing has occurred, whether by action or failure to act, which would cause the IRSloss of such qualification. All contributions required to be made to any Plan by applicable law or regulation or by any plan document or other contractual undertaking, and all premiums due or is entitled payable with respect to rely on a favorable opinion issued by insurance policies funding any Plan, for any period through the IRS, andEffective Time have been timely made or paid in full or, to the knowledge of the Company, no fact extent not required to be made or event has occurred since paid on or before the date of such determination letter or letters from hereof, have been fully reflected in the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) financial statements of the Company Disclosure Schedule, neither to the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are extent required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any GAAP. No Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company There does not now exist, nor do any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, circumstances exist that could reasonably be expected to have a Material Adverse Effectresult in, any material liability under (i) there is no unfair labor practice charge or complaint pending against the Company or any Company SubsidiaryTitle IV of ERISA, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge section 302 of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) yearsERISA, (iii) there are no charges with respect to sections 412 and 4971 of the Code or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company continuation coverage requirements of section 601 et seq. of ERISA and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment section 4980B of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesCode.

Employee Benefit Plans. (a) Section 4.11(a) Except as set forth in Item 2.19 of the Disclosure Schedule, neither the Company Disclosure Schedule lists all material nor any Subsidiary maintains or contributes or is required to contribute to any employee benefit plans plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”")) and all material bonus), stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit any plans, programs programs, policies, practices, arrangements or arrangementscontracts (whether group or individual) providing for payments, and all material employment, termination, severance benefits or other contracts or agreements (other than individual option agreements) reimbursements 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, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current employees or former employee, officer, director employees (or consultant their beneficiaries and dependents) of the Company or any Company Subsidiary (collectively, the “Plans”)Subsidiary. The Company has made available to Parent copies, which are correct and complete in all material respects, Each item listed on Item 2.19 of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretoDisclosure Schedule is a "Benefit Plan." (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Benefit Plan that is intended to be qualified under within the meaning of Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the Internal Revenue Service (the "IRS") that such Benefit Plan is qualified under Section 401(a) of the Code, or is entitled to rely on a favorable opinion issued by the IRS, and, and to the knowledge of the Company, no fact or event nothing has occurred since the date of such determination letter or letters from that could adversely affect the IRS to adversely affect, in any material respect, the qualified status qualification of any such Plan or the exempt status of any such trustBenefit Plan. (c) Except as set forth in Section 4.11(c) Item 2.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors has liability that exceeds $500,000 with respect to any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA) that is subject to Section 302 of ERISA or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees Section 412 of the Company Code or any Company Subsidiary, except "multiemployer plan" (as required by such term is defined in Section 4980B 3(37) of the CodeERISA). (d) Full payment has been made, or otherwise properly accrued on the books and records None of the Company and any Company Subsidiary, of all amounts that Benefit Plans obligates the Company and or any Company Subsidiary are required under to pay any separation, severance, termination or similar benefit solely as a result of any transaction contemplated by this Agreement or solely as a result of a change in control or ownership within the terms meaning of Section 280G of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due)Code. (e) Except as set forth in Section 4.11(e) Item 2.19 of the Company Disclosure Schedule, no Planeach Benefit Plan and any related trust, either individually insurance contract or collectivelyfund has been maintained, provides for funded and administered in substantial compliance with its respective terms and the terms of any payment by applicable collective bargaining agreements and in substantial compliance with all applicable laws and regulations, including, but not limited to, ERISA and the Code. No asset of the Company or any Subsidiary is subject to any lien under ERISA or the Code, and neither the Company nor any Subsidiary that would constitute a “parachute payment” within the meaning has incurred any liability under Title IV of Section 280G of the Code after giving effect ERISA or to the transactions contemplated by this AgreementPension Benefit Guaranty Corporation. There are no pending or threatened actions, suits, investigations or claims with respect to any Benefit Plan. (f) Neither The Company and each Subsidiary has complied with the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA; and neither the Company nor any ERISA Affiliate sponsors or Subsidiary has sponsored in the past six years any obligation under any Benefit Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” to provide health or life insurance benefits to former employees of the Company if it would have ever been considered a single employer with the Company under 4001(b) or Subsidiary or any other person, except as specifically required by Part 6 of ERISA or part Subtitle B of the same controlled group as the Company for purposes of Section 302(d)(8)(C) Title I of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to To the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary nor any other "disqualified person" (within the meaning of Section 4975 of the Code) or "party in interest" (within the meaning of Section 3(14) of ERISA) has experienced taken any strike, slowdown, work stoppage, lockout or other labor dispute by or action with respect to any of the Benefit Plans which could subject any such Benefit Plan (or its employees within related trust) or the last three Company or any Subsidiary or any officer, director or employee of any of the foregoing to any penalty or tax under Section 502(i) of ERISA or Section 4975 of the Code. (3h) yearsNeither the Company nor any Subsidiary has any liability with respect to any "employee benefit plan" (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any trade, business or entity other than the Company and the Subsidiaries. (i) With respect to each Benefit Plan, the Company has provided the Purchasers with true, complete and correct copies of (to the extent applicable) (i) all documents pursuant to which the Benefit Plan is maintained, funded and administered, (ii) the most recent annual report (Form 5500 series) filed with the IRS (with applicable attachments), (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and most recent financial statement, (iv) the Company and each Company Subsidiary aremost recent summary plan description provided to participants, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and (v) the collection and payment of withholding and/or social security Taxesmost recent determination letter received from the IRS.

Employee Benefit Plans. (a) Section 4.11(aExhibit 4.32(a) sets forth a list of every Employee Program that has been maintained by the Company Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonusCompany, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) 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, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretoan Affiliate. (b) Each Plan Employee Program which has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that is intended to be qualified qualify under Section 401(a) of the Code or Section 401(k501(c)(9) of the Code has received a favorable determination or approval letter from the IRS, IRS regarding its qualification under such Section or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact amendment period for such Employee Program has not expired. No event or event omission has occurred since which would cause any Employee Program to lose its qualification or otherwise fail to satisfy the date of such determination letter or letters from relevant requirements to provide tax-favored benefits under the IRS to adversely affectapplicable Code Section (including without limitation Code Sections 105, in any material respect125, the qualified status of any such Plan or the exempt status of any such trust401(a) and 501(c)(9)). (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors knows, nor should any of them reasonably know, of any failure of any party to comply with any laws applicable with respect to the Employee Programs. With respect to any Employee Program, there has been no (i) "prohibited transaction", as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or has sponsored in the past six years Code Section 4975, (ii) failure to comply with any Plan provision of ERISA, other applicable law, or any agreement, or (or United States based pension plan iii) non-deductible contribution, which, in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 any of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to(i), (ii), or otherwise incurred any withdrawal liability under(iii), could subject the Company, any multiemployer plan Company Subsidiary or any Affiliate to liability either directly or indirectly (within the meaning including, without limitation, through any obligation of Section 3(37indemnification or contribution) of ERISA). For purposes of this Section 4.11(f)for any damages, an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA penalties, or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would nottaxes, individually or in the aggregate, any other loss or expense that could reasonably be expected to have a Company Material Adverse Effect, . No litigation or governmental administrative proceeding (ior investigation) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to its employees within any such Employee Program. All payments and/or contributions required to have been made (under the last three (3provisions of any agreements or other governing documents or applicable law) years, (iii) there are no charges with respect to or relating all Employee Programs, for all periods prior to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary areClosing Date, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.either have

Employee Benefit Plans. (a) Section 4.11(aSchedule 3.12(a) of the Company Disclosure Schedule lists all deferred compensation, incentive compensation, stock purchase, stock option or other equity-based, retention, bonus, change in control, severance or termination pay, hospitalization or other medical, life, dental, vision or disability insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plans, programs, agreements or arrangements, and each other material fringe or other employee benefit plans plan, program, agreement or arrangement (as defined in including any “employee benefit plan,” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”)) and all material bonus), stock optionwhether written or unwritten, stock purchasethat is sponsored, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) 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, contributed to, or required to or sponsored be contributed to by the Company Seller, the Company, or any Acquired Company Subsidiary for the benefit of any current or former employee, officerindependent contractor, or director or consultant of the any Acquired Company or any Affected Employee (and/or their dependents or beneficiaries) or with respect to which any Acquired Company Subsidiary otherwise has any liabilities (collectively, the “Employee Plans”). The Company has made available ; provided, however, that neither any plan, program, policy, or agreement that is required to Parent copies, which are correct and complete in all material respects, be provided under the applicable law of any jurisdiction outside the following: (i) United States nor any governmental plan or program requiring the Plans, (ii) the annual report (Form 5500) filed mandatory payment of social insurance taxes or similar contributions to a governmental fund with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating respect to the Plans and (iv) the most recent summary plan description wages of an employee will be considered an “Employee Plan” for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretothese purposes. (b) Each Plan has been operated in all material respects in accordance with its terms and Except as listed on the requirements attached Schedule 3.12(b), (i) each of all applicable Laws, including ERISA and the Code. Each Plan Employee Plans that is intended to be qualified under Section 401(a) of the Internal Revenue Code or Section 401(kof 1986, as amended (the “Code”) of the Code has received a favorable determination letter from the IRSInternal Revenue Service that it is so qualified regarding the most recent remedial amendment cycle applicable to such Employee Plan, and there are no facts or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS circumstances that would be reasonably likely to adversely affect, in any material respect, affect the qualified status of any such Employee Plan, and (ii) each Employee Plan complies in form and in operation in all material respects with the requirements of the Code, ERISA, and any other applicable Law, and has been administered in all material respects in accordance with its terms. With respect to each Employee Plan, there has been no non-exempt prohibited transaction within the meaning of Section 406 of ERISA and Section 4975 of the Code, and no fiduciary within the meaning of Section 3(21) of ERISA has breached any fiduciary duty imposed under Title I of ERISA with respect to which any Acquired Company would reasonably be expected to incur any material liability. Each Employee Plan that covers any current or former employee, independent contractor, director, or manager of any Acquired Company that is incorporated or established under the exempt status laws of a jurisdiction other than the United States or a political subdivision of such jurisdiction or any Affected Employee employed outside the United States or a political subdivision of such jurisdiction that is intended to qualify for tax-preferential treatment under applicable Law so qualifies and has received, where required, approval from the applicable Governmental Body that it is so qualified, and there are no facts or circumstances that would be reasonably likely to adversely affect the tax-preferred treatment of any such trustEmployee Plan. (c) Except as set forth in Section 4.11(c) of listed on the Company Disclosure Scheduleattached Schedule 3.12(c), neither with respect to the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retiredEmployee Plans, former or current employees all required contributions of the Company or any Acquired Company Subsidiary, except as required by Section 4980B of due on or before the CodeClosing Date have been made or properly accrued on or before the Closing Date. (d) Full payment has been made, or otherwise properly accrued Except as listed on the books and records attached Schedule 3.12(d), none of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary Employee Plans are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or of ERISA, Section 302 of ERISA or Section 412 or 4971 of the CodeCode or provides for medical or life insurance benefits to retired or former employees of an Acquired Company or, to the extent such employees were or are employed in the Business, of the Company (other than as required under Code Section 4980B, or similar state law). Neither the Company nor any ERISA Affiliate contributes to or has ever contributed toAcquired Company is, or otherwise incurred in the past six years has been, a participating or contributing employer in any withdrawal liability under, any “multiemployer plan plan” (within the meaning of as defined in Section 3(37) of ERISA)) with respect to employees employed by the Acquired Companies or in the Business by the Company, and neither the Company nor any Acquired Company has incurred any withdrawal liability with respect to any multiemployer plan or any liability in connection with the termination or reorganization of any multiemployer plan with respect to employees employed by any Acquired Company or in the Business by the Company. For purposes No Employee Plan is (i) a multiple employer plan as defined in Section 413(c) of this the Code, or (ii) a multiple employer welfare arrangement as defined in Section 4.11(f)3(40) of ERISA, and neither the Company nor any ERISA Affiliate has maintained, contributed to, or been required to contribute to any plan described in clauses (i) or (ii) above in the past six years. (e) The consummation of the transactions contemplated hereby will not (i) result in an entity is an “ERISA Affiliate” increase in or accelerate the vesting of any of the benefits available under any Employee Plan, or (ii) otherwise entitle any current or former employee of any Acquired Company or any Affected Employee to severance pay or any other payment from the Company or any Acquired Company. None of the Company, any Acquired Company, or, to the Company’s knowledge, any other Person with the authority to speak on behalf of the Company if it or any Acquired Company has announced any binding commitment to (x) create any additional Employee Plan, (y) amend or modify any existing Employee Plan, or (z) terminate any Employee Plan, in the case of each of clause (x), (y), and (z), in any manner that would affect in any material respect any current or former employee of any Acquired Company or any Affected Employee or any dependent or beneficiary of any such persons. No Employee Plan that provides retirement benefits has, since January 1, 2008, been terminated, and neither the Company nor any Acquired Company or any other Person has initiated the termination of any Employee Plan that provides retirement benefits. (f) There are no pending or, to the Company’s knowledge, threatened, Proceedings that have ever been considered asserted relating to any Employee Plan (other than routine claims for benefits). Neither the Company nor any Acquired Company is a single employer party to any agreement or understanding with the Pension Benefit Guaranty Corporation, the Internal Revenue Service, the Department of Labor, or similar foreign Governmental Body with respect to any Employee Plan with respect to which any Acquired Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISAwould reasonably be expected to incur liability. (g) Except as would notspecifically provided in the Employee Services Agreement, individually none of Buyer, Buyer’s Affiliates or any Acquired Company will have any liability or obligation arising under or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or connection with any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesNon-U.S. Affected Employee Plan following Closing.

Employee Benefit Plans. (a) Section 4.11(a4.10(a) of the Company Disclosure Schedule lists Letter sets forth a true and complete list as of the date of this Agreement of each material Company Benefit Plan that is not a Foreign Benefit Plan. With respect to each material Company Benefit Plan that is not a Foreign Benefit Plan, the Company has made available to Parent (or will make available in accordance with the final sentence of this Section 4.10(a)) true and complete copies of (or, to the extent no such copy exists or such copy is not readily available, a written description of (including any written description included on the Company’s website)), in each case, to the extent applicable, (i) all plan documents, summary plan descriptions, summaries of material modifications, and material amendments related to such plans and any related trust agreement, insurance Contracts or other funding vehicle documents, (ii) the most recent Form 5500 Annual Report, (iii) the most recent audited financial statement and actuarial valuation and (iv) all material employee benefit plans (as defined non-routine filings and correspondence with any Governmental Entity received in Section 3(3) the one year period prior to the date of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) 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, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”)this Agreement. The Company has made available or, within 10 business days after the date hereof, will provide to Parent copies, which are correct (A) a true and complete in all list of each material respectsForeign Company Plan, (B) each material Company Benefit Plan and (C) true and complete copies of each of the following: (i) documents described in the Plansimmediately preceding sentence, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (ivextent applicable, in each case, in the manner described on Section 4.10(a) of the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretoCompany Disclosure Letter. (b) Each Plan Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each of the Company Benefit Plans and any trust related thereto has been operated in all material respects and administered in accordance with its terms and the requirements of all in compliance with applicable LawsLaw, including ERISA ERISA, the Code and, in each case, the regulations thereunder, (ii) all contributions or other amounts payable by the Company or the Company Subsidiaries pursuant to each Company Benefit Plan in respect of current or prior plan years have been timely paid or accrued in accordance with GAAP or applicable international accounting standards and (iii) there are no pending, or to the Code. Each Plan that is intended to be qualified under Section 401(aCompany’s Knowledge, threatened or anticipated claims, actions, governmental investigations or audits (other than routine claims for benefits) by, on behalf of or against any of the Code Company Benefit Plans or Section 401(k) of the Code has received a favorable determination letter from the IRS, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trusttrusts related thereto. (c) Except as set forth in Section 4.11(c) No material liability under Title IV of ERISA has been incurred by the Company, the Company Disclosure ScheduleSubsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full, neither and to the Company’s Knowledge no condition exists that is likely to cause the Company, the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company Subsidiaries or any of their ERISA Affiliates to incur any such liability. Within the last six years, no Company SubsidiaryBenefit Plan has been an employee benefit plan subject to Section 302 or Title IV of ERISA or Section 412, except as required by Section 4980B 430 or 4971 of the Code. None of the Company, its Subsidiaries or any of their respective ERISA Affiliates has incurred or is reasonably expected to incur any Controlled Group Liability that has not been satisfied in full. (d) Full payment Neither the Company, its Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the preceding six years, contributed to, been obligated to contribute to or had any liability (including any contingent liability) with respect to any “multiemployer plan” within the meaning of Section 3(37) of ERISA (a “Multiemployer Plan”) or any plan that has been madetwo or more contributing sponsors at least two of whom are not under common control within the meaning of Section 4063 of ERISA or a plan that has two or more contributing sponsors, or otherwise properly accrued on at least two of whom are not under “common control” (within the books and records meaning of the Company and any Company Subsidiary, Section 4063 of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet dueERISA). (e) Except as set forth in Section 4.11(e4.10(e) of the Company Disclosure ScheduleLetter, and except as will not, and would not reasonably be expected to, individually or in the aggregate, result in any material liability to the Company, no Company Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees or directors of the Company or the Company Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985 or comparable U.S. state Law. (f) Each Company Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter or opinion letter as to its qualification or may rely upon a favorable prototype opinion letter from the IRS as to its qualified status, and to the Company’s Knowledge, there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of any such plan. (g) Except as set forth in Section 4.10(g) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Merger (either alone or in conjunction with any other event) will, (i) result in any payment (including severance and unemployment compensation, forgiveness of indebtedness or otherwise) becoming due to any current or former director or any employee of the Company or any Company Subsidiary under any Company Benefit Plan, either (ii) increase any benefits otherwise payable under any Company Benefit Plan, (iii) result in any acceleration of the time of payment, funding or vesting of any such benefits, (iv) result in any breach or violation of, or default under or limit the Company’s right to amend, modify, terminate or transfer the assets of, any Company Benefit Plan or (v) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that would, individually or collectivelyin combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (h) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Foreign Benefit Plan (i) has been operated in conformance with the applicable statutes or governmental regulations and rulings relating to such plans in the jurisdictions in which such Company Benefit Plan is present or operates and, to the extent relevant, the United States, (ii) is intended to qualify for special tax treatment meeting all requirements for such treatment and (iii) is intended to be funded or book-reserved are fully funded or book-reserved, as appropriate, based upon reasonable actuarial assumptions. (i) Except as has not, and would not reasonably be expected to, individually or in the aggregate, result in any material liability to the Company, no Company Benefit Plan is a defined benefit pension plan. (j) Neither the Company nor any Company Subsidiary thereof has any obligation to provide, and no Company Benefit Plan or other agreement or arrangement provides any individual with the right to, a gross-up, indemnification, reimbursement or other payment for any payment excise or additional Taxes incurred pursuant to Section 409A or Section 4999 of the Code. (k) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Benefit Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) is in documentary compliance with, and has been operated and administered in all material respects in compliance with, Section 409A of the Code. (l) Neither the Company nor any Company Subsidiary has paid or awarded, or committed to pay or award, any bonuses or change in control, retention, or incentive compensation or benefits to any of its directors, executive officers, employees or other service providers, in each case, to the extent payable by the Company or any Company Subsidiary that would constitute in connection with this Agreement or upon or as a “parachute payment” within the meaning of Section 280G result of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 consummation of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISAMerger. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.

Employee Benefit Plans. (a) Section 4.11(aSchedule 2.11(a) of the Company Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stockcompensation, incentive, deferred compensation, retiree medical fringe or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangementsprograms, and all material employmentpolicies, termination, severance or other contracts arrangements (whether or agreements (not set forth in a written document), other than individual option agreements) to which the Company any plan, program, policy 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 other arrangement sponsored by the Company or a Government Entity, covering any Company Subsidiary for the benefit of any current active or former employee, officer, director or consultant of the Company or any of its Subsidiaries, or any trade or business (whether or not incorporated) which is under common control with the Company Subsidiary or any of its Subsidiaries, with respect to which the Company has liability (individually, a “Plan,” and, collectively, the “Plans”). The Company has made available to Parent copies, which are correct All Plans have been maintained and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) Each Plan has been operated administered in all material respects in accordance compliance with its their respective terms and with the requirements prescribed by any applicable Legal Requirements. No suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of all applicable LawsPlan activities) has been brought, including ERISA and the Code. Each Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, andor, to the knowledge of the Company, is threatened, against or with respect to any Plan. There are no fact material audits, inquiries or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute proceedings pending or, to the knowledge of the Company, threatened against by any governmental agency with respect to any Plan. All contributions, reserves or affecting premium payments required to be made or accrued as of the date hereof to the Plans have been timely made or accrued in all material respects. Neither the Company nor any of its Subsidiaries have any binding commitment to establish or enter into any new Plan or to modify any Plan (except to the extent required by law or to conform any such Plan to the requirements of any applicable law, in each case as previously disclosed to Quartet in writing, or as required by this Agreement). (b) Except as provided pursuant to Article I of this Agreement or disclosed in Schedule 2.11(b) hereto, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, bonus or otherwise) becoming due to any director or employee of the Company and its Subsidiaries under any Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Plan, or (iii) result in the acceleration of the time of payment or vesting of any such benefits. (c) No material liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) has been incurred by the Company or any Company Subsidiaryof its Subsidiaries that has not been satisfied in full and no event has occurred and, and neither to the Company nor any Company Subsidiary has experienced any strikeCompany’s knowledge, slowdown, work stoppage, lockout or other labor dispute by or with respect no condition exists that could reasonably be likely to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to result in the Company or any Company Subsidiary pending before any Governmental Authority responsible for of its Subsidiaries incurring a material liability under Title IV of ERISA. No Plan is a defined benefit pension plan or is subject to Section 302 or Title IV of ERISA or Section 412 of the prevention Code. No Plan is a multiemployer plan within the meaning of unlawful employment practices and (ivSection 3(37) the Company and each Company Subsidiary are, and at all times have been of ERISA or a multiple employer welfare arrangement as defined in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesSection 3(40) or ERISA.

Employee Benefit Plans. (a) Section 4.11(a) No event has occurred, and there exists no condition or set of circumstances, with respect to the employee benefit plans of the Company Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”"COMPANY EMPLOYEE PLANS")) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) which could reasonably be expected to which subject the Company or any Company Subsidiary is of its Subsidiaries to any liability, other than liabilities which would not be reasonably likely, either individually or in the aggregate, to have 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, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretoMaterial Adverse Effect. (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, and, With respect to the knowledge of Company Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves on the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust's Financial Statements. (c) Except as set forth in Section 4.11(c) 3.15 of the Company Disclosure Schedule, neither all the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees Employee Plans comply with and are and have been operated in accordance with each applicable provision of the Employee Retirement Income Security Act of 1974 ("ERISA"), the Internal Revenue Code of 1986, as amended (the "CODE"), other federal statutes, state law (including, without limitation, state insurance law) and the regulations and rules promulgated pursuant thereto or in connection therewith. Each Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute Employee Plan which is a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer group health plan (within the meaning of Section 3(375000(b)(1) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” the Code) complies with and has been maintained and operated in accordance with each of the Company if it would have ever been considered a single employer with the Company under 4001(b) requirements of ERISA or part Section 4980B of the same controlled group as the Company for purposes Code and Part 6 of Section 302(d)(8)(C) Subtitle B of Title I of ERISA. (gd) Except as would not, individually Neither the Company nor any of its Subsidiaries nor any current or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against former employee of the Company or any of its Subsidiaries or any trade or business (whether or not incorporated) which is a member or which is under common control with the Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to within the knowledge meaning of Section 414 of the CompanyCode ("ERISA AFFILIATE"), threatened against nor any officer, director, agent or affecting employee of the Company has made any oral or written statement regarding any Company Employee Plan which could result in any material additional liability to Purchaser, the Company or any Company SubsidiaryERISA Affiliate, and neither the Company nor whether direct or indirect, in excess of any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout current or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to potential liability of the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesERISA Affiliate.

Employee Benefit Plans. (a) Section 4.11(a4.12(a) of the Company Disclosure Schedule lists all sets forth a true and complete list of each material employee benefit plans Company Benefit Plan. (as defined in Section 3(3b) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) 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, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct true and complete in all material respects, copies of (to the following: extent applicable) (i) each material Company Benefit Plan and any related trust or funding agreement (or, with respect to any unwritten material Company Benefit Plan, a written description thereof), other than any portion of any Company Benefit Plan that the PlansCompany or any of its Subsidiaries is prohibited from making available to Parent as the result of applicable Law relating to the safeguarding of data privacy, (ii) the two most recent annual report (reports on Form 5500) 5500 filed with the Internal Revenue Service Department of Labor or through the ERISA Filing Acceptance System, as applicable, with respect to each material Company Benefit Plan (“IRS”) for the last yearif any such report was required by applicable Law), (iii) the most recently received IRS determination letter, if any, relating letter with respect to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) Each each Company Benefit Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that is intended to be qualified under Section 401(a) of the Code Code, (iv) the most recent actuarial reports (if applicable) for each Company Benefit Plan, (v) the most recent summary plan description, if any, required under ERISA with respect to each material Company Benefit Plan, (vi) all material communications received from or Section 401(k) of the Code has received a favorable determination letter from sent to the IRS, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respectPension Benefit Guaranty Corporation, the qualified status Department of Labor or any other Governmental Entity since January 1, 2010 with respect to a Company Benefit Plan, (vii) all current employee handbooks and manuals and (viii) all material amendments and modifications to any such Company Benefit Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or related document not otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored reflected in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Codedocument made available. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, material liability to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any of its Subsidiaries has communicated to any current or former employee any intention or commitment to amend or modify any Company Subsidiary Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement. (c) Except as set forth in Section 4.12(c) of the Company Disclosure Schedule or as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect: (i) each Company Benefit Plan has experienced been operated, funded and administered in accordance with its terms and with applicable Laws, including, but not limited to, ERISA, and the Code; (ii) neither the Company nor any strikeof its Subsidiaries nor, slowdownto the Knowledge of the Company, work stoppage, lockout or any other labor dispute by or Person (with respect to its employees within whom the last three (3Company has an obligation to indemnify) years, (iii) there are no charges has engaged in a transaction in connection with respect to or relating to which the Company or any Company Subsidiary pending before any Governmental Authority responsible for of its Subsidiaries would reasonably be expected to be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material Tax imposed pursuant to Section 4975 or 4976 of the prevention of unlawful employment practices Code; and (iviii) neither the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating nor any of its Subsidiaries has any current or potential liability or obligation (including any indemnification obligation to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.any

Employee Benefit Plans. (a) Section 4.11(aSchedule 2.21 sets forth a list of (i) each plan, program, policy or Contract providing for incentive compensation, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other employee benefits of any kind, whether formal or informal, funded or unfunded, written or oral, and whether or not legally binding, which is now or previously has been sponsored, maintained, contributed to or required to be contributed to by the Company Disclosure Schedule lists all material or any of its subsidiaries and pursuant to which the Company or any of its subsidiaries has or may have any liability, contingent or otherwise, including any "employee benefit plans (as defined in plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”") (each a "Benefit Plan"), (ii) and all material each management, bonus, stock option, stock purchaseequity (or equity related), restricted stockseverance, incentivenon-compete, deferred compensationconfidentiality or similar Contract between the Company and any current, retiree medical former or life insuranceretired employee, supplemental retirementofficer, severance consultant, independent contractor, agent or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements director of the Company (other than individual option agreementsan "Employee") to under which the Company has or may have any Company Subsidiary is a party, with respect to which liability and (iii) each employment or consulting Contract between the Company or any and an Employee (each Contract in clauses (ii) and (iii), an "Employee Agreement"). The Company Subsidiary currently does not sponsor, maintain, contribute to, and is not required to contribute to, nor has any obligation or which are the Company ever sponsored, maintained, contributed to or sponsored by the Company been required to contribute to, or incurred any Company Subsidiary for the benefit of any current or former employeeliability with respect to, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plansany "defined benefit plan" (as defined in ERISA Section 3(35)), (ii) the annual report any "multiemployer plan" (Form 5500as defined in ERISA Section 3(37)) filed with the Internal Revenue Service (“IRS”) for the last year, or (iii) the most recently received IRS determination letterany Benefit Plan which provides, if anyor has any material liability to provide, relating to the Plans and (iv) the most recent summary plan description for such Plans (life insurance, medical, severance or other descriptions employee welfare benefits to any Employee upon his or her retirement or termination of such Plans provided to employees) and all material modifications thereto. (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiaryemployment, except as required by Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code. (d") Full payment has been made, or otherwise properly accrued on the books and records any similar state law regarding continuation of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) coverage. Except as set forth in Section 4.11(e) of on Schedule 2.21, to the Company's knowledge, the Company Disclosure Schedulehas not committed to establish any new employee benefit plan, no Plan, either individually program or collectively, provides for arrangement or to modify or terminate any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Benefit Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would notwhich, individually or in the aggregate, reasonably be expected would materially increase the obligation of the Company to have a Material Adverse Effectany or all of its employees. (b) The Company has no liability, contingent or otherwise, with respect to any employee benefit plan maintained by or contributed to by any ERISA Affiliate. For this purpose, an ERISA affiliate is any entity (other than any current subsidiary of the Company) that is or ever has been (i) there is no unfair labor practice charge a member of a "controlled group of corporations," under "common control" or complaint pending against an "affiliated service group" within the Company meaning of Sections 414(b), (c) or any Company Subsidiary(m) of the Code, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, required to the knowledge be aggregated under Section 414(o) of the Company, threatened against Code or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to under "common control," within the Company meaning of Section 4001(a)(14) of ERISA, or any Company Subsidiary pending before regulations promulgated or proposed under any Governmental Authority responsible for of the prevention of unlawful employment practices and (iv) foregoing Sections, in any such case with the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesCompany.

Employee Benefit Plans. (a) Section 4.11(a3.14(a) of the Company Disclosure Schedule lists all material contains a true and complete list of each pension, benefit, retirement, compensation, profit-sharing, deferred compensation, incentive, performance award, phantom equity, stock or stock-based, change in control, retention, severance, fringe- benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plans (as defined in plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) , whether or not tax-qualified and all material bonuswhether or not subject to ERISA, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) 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, contributed to, or required to be contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director director, retiree, individual independent contractor or individual consultant of the Company or any spouse or dependent of such individual, or under which the Company Subsidiary has or may have any Liability, or with respect to which Parent would reasonably be expected to have any Liability, contingent or otherwise (collectivelyas listed on (or required to be listed on) Section 3.14(a) of the Company Disclosure Schedule, each, a “Benefit Plan”). (b) With respect to each Benefit Plan, the “Plans”). The Company has made available to Parent copiesaccurate, which are correct current and complete in all material respects, copies of each of the following: (i) where the PlansBenefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the annual report Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (Form 5500iii) filed with where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the Transactions or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service Service; (“IRS”vi) in the case of any Benefit Plan for the last yearwhich a Form 5500 is required to be filed, (iii) a copy of the most recently received IRS determination letterfiled Form 5500, if anywith schedules attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the two most recently completed plan years; and (viii) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor or Pension Benefit Guaranty Corporation relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications theretoBenefit Plan. (bc) Each Benefit Plan (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been operated in all material respects established, administered and maintained in accordance with its terms and the requirements of in compliance with all applicable Laws, Laws (including ERISA and the Code) in all material respects. Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k(a “Qualified Benefit Plan”) of the Code has received a favorable and current determination letter from the IRSInternal Revenue Service, or is entitled with respect to a prototype plan, can rely on a favorable an opinion issued by letter from the IRS, andInternal Revenue Service to the prototype plan sponsor, to the knowledge effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Company’s knowledge, no fact or event nothing has occurred since that would reasonably be expected to cause the date revocation of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan Internal Revenue Service or the exempt status unavailability of any reliance on such trust. (c) Except opinion letter from the Internal Revenue Service, as set forth applicable, nor has such revocation or unavailability been threatened in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Codewriting. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans With respect to have paid as contributions to each Benefit Plan (i) no such Plans on or prior to the date of this Agreement plan is a Multiemployer Plan; (excluding any amounts not yet due). (eii) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute such plan is a “parachute paymentmultiple employer plan” within the meaning of Section 280G 413(c) of the Code after giving effect or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan is subject to the transactions contemplated by this Agreementminimum funding standards of Section 302 of ERISA or Section 412 of the Code; and (v) no “reportable event,” as defined in Section 4043 of ERISA, has occurred with respect to any such plan. (e) Each Benefit Plan that is subject to Section 409A of the Code has been operated in material compliance with such section and all applicable regulatory guidance (including notices, rulings and proposed and final regulations). The Company does not have any obligation to any Person to cause any Benefit Plan subject to 409A of the Code to comply with Section 409A of the Code or to provide any “gross-up” or similar payment to any Person in the event any such Benefit Plan fails to comply with Section 409A of the Code. (f) Neither the Company execution of this Agreement nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither Transactions will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractor or consultant of the Company nor to severance pay or any ERISA Affiliate contributes to other payment; (ii) accelerate the time of payment, funding or has ever contributed tovesting under any Benefit Plan, or otherwise incurred increase the amount of compensation due to any withdrawal liability undercurrent or former director, officer, employee, independent contractor, or consultant of the Company; (iii) limit or restrict the right of the Company to merge, amend or terminate any multiemployer plan Benefit Plan; (iv) increase the amount payable under or result in any other material obligation pursuant to any Benefit Plan; or (v) result in “excess parachute payments” within the meaning of Section 3(37280G(b) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISACode. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.

Employee Benefit Plans. (a) Section 4.11(aSchedule 5.20(a) contains a true and complete list of the Company Disclosure Schedule lists all material employee benefit plans (as defined in within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) , and all material bonus, stock option, unit option, stock purchase, unit purchase, restricted stock, restricted unit, incentive, equity-based compensation, deferred compensation, disability, retiree medical medical, life or life insuranceother benefits, supplemental retirement, severance retirement or other benefits, supplemental unemployment or income, dependent care, severance, and other similar fringe or benefit plans, programs or arrangements, and all material employment, executive compensation, termination, severance severance, change of control or other contracts Contracts or agreements (other than individual option agreements) to which the Company written or any Company Subsidiary is a party, with respect to which the Company otherwise maintained 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 or relating to any current or former employee, officer, director or consultant other service provider of any of the Company Partnership Entities or their respective ERISA Affiliates, or with respect to which the Partnership Entities or their respective ERISA Affiliates have or may have any Company Subsidiary Liability, contingent or otherwise (collectively, referred to herein as the “Partnership Plans”). The Company has made available With respect to Parent copieseach Partnership Plan, which are correct the Partnership Parties have provided to Holdings accurate and complete in all material respects, copies of the following: (i) the Plansall written documents comprising such plan (including amendments, individual agreements, service agreements, trusts and other funding agreements), (ii) the three most recent annual report returns in the Form 5500 series (Form 5500including all schedules thereto) filed with the Internal Revenue Service (“IRS”) for the last yearrespect to such plan, (iii) the most recently received IRS determination letterrecent audited financial statement and accountant’s report (if required), if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) currently in effect and all material modifications theretothereto (if required), (v) for each such plan which is (or ever was) intended to qualify under Section 401(a) of the Code, the most recent determination letter or opinion letter issued by the Internal Revenue Service, (vi) any employee handbook which includes a description of such plan, (vii) any other written communications to any employee or employees, or to any other individual or individuals, to the extent that the provisions of such plan described therein differ materially from such provisions as set forth or described in the other information or materials furnished under this Section 5.20, and (viii) any communications with any Governmental Authority related to such plan, other than transmittal letters and other routine correspondence. (b) Each Plan None of the Partnership Entities has been operated any express or implied commitment (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 Partnership Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (c) During the past six years the Partnership Entities and their respective ERISA Affiliates have not maintained, contributed to or had an obligation to contribute, nor have any Liability, contingent or otherwise, with respect to (i) a multiemployer plan, within the meaning of Section 3(37) of ERISA, (ii) a plan subject to Title IV of ERISA or Section 412 of the Code, (iii) a multiple employer plan within the meaning of Section 413 of the Code or Section 4063 or 4064 of ERISA, or (iv) a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. None of the Partnership Plans (i) provides for the payment of separation, severance, termination or similar-type benefits to any person, (ii) obligates any Partnership Entity to pay separation, severance, or termination benefits or provide other benefits (including additional accruals or accelerated vesting of options) as a result of the Transaction (either alone or in all material respects in accordance connection with its terms and the requirements any additional or subsequent event or events), or (iii) obligates any Partnership Entity to make any payment or provide any benefit that could be subject to a Tax under Section 4999 of all applicable Laws, including ERISA and the Code. None of the Partnership Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer, director or service provider of any Partnership Entity, except for continuation coverage required by Section 4980B of the Code, Sections 601 to 608 of ERISA or applicable state Law. (d) Each Partnership Plan that which is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code is so qualified and to the knowledge of the Partnership Parties has received a favorable determination letter from the IRSalways been so qualified, and if any Partnership Plan was previously not so qualified, such failure shall not affect its current qualified status nor result in or cause any cost or expense to any Partnership Entity, and there has been no event, condition or circumstance that has adversely affected or is entitled likely to rely on a favorable opinion issued by affect such qualified status. Each Partnership Plan is now operated in all material respects in accordance with the IRSrequirements of Applicable Law, including ERISA and the Code, and, to the knowledge of the CompanyPartnership Parties has always been so operated and if any Partnership Plan was ever previously operated not in accordance with Applicable Law, no fact or event has occurred since including ERISA and the date of Code, such determination letter or letters from the IRS to adversely affect, failure shall not result in any material respectcost or expense to any Partnership Entity, the qualified status and each Partnership Entity has performed all obligations required to be performed by it under such Partnership Plan, is not in any respect in default under or in violation of, and has no knowledge of any such Plan default or the exempt status of violation by any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Scheduleparty with respect to, neither the Company nor any Company Subsidiary sponsors or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due)Partnership Plan. (e) Except as set forth in Section 4.11(e) With respect to each Partnership Plan, there have been no prohibited transactions, or, to the knowledge of the Company Disclosure SchedulePartnership Parties, no Plan, either individually breaches of fiduciary duties that could result in Liability (directly or collectively, provides indirectly) for any payment by Partnership Entity and the Company consummation of any of the transactions contemplated hereby will not result in a prohibited transaction or any Company Subsidiary breach of fiduciary duty. (f) All contributions to, and payments from, each Partnership Plan that would constitute a “parachute payment” are required to be made in accordance with the terms of the Partnership Plan and Applicable Law have been timely made. Any Partnership Plan that provides nonqualified deferred compensation within the meaning of Section 280G 409A of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored been operated in the past six years any Plan (or United States based pension plan good faith in the case of an ERISA Affiliate) that is subject to Title IV or compliance with Section 302 of ERISA or Section 412 or 4971 409A of the Code. Neither the Company nor any The Partnership Entities and their respective ERISA Affiliate contributes Affiliates maintain no employee benefit plan, program or arrangement required to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer comply with the Company under 4001(b) Laws of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISAany foreign jurisdiction. (g) Except as would notNo litigation or claim (other than routine claims for benefits), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there and no Proceeding is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the CompanyPartnership Entities or their respective ERISA Affiliates, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesPartnership Plan.

Employee Benefit Plans. (a) Section 4.11(a) The Company has made available to Parent true, complete and correct copies of the Company Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”")) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or and other similar employee benefit plans, programs or arrangements, and all material employment, termination, unexpired severance or other contracts or agreements (other than individual option agreements) pursuant 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 payments are maintained, contributed to or sponsored still due and payable by the Company), written or otherwise (together, the "Company or any Company Subsidiary Employee Plans"), for the benefit of of, or relating to, any current or former employee, officer, director or consultant employee of the Company or any of its Subsidiaries or any trade or business (whether or not incorporated) which is a member or which is under common control with the Company Subsidiary within the meaning of Section 414 of the Code (collectivelyan "ERISA Affiliate"). (a) With respect to each Company Employee Plan, the “Plans”). The Company has made available to Parent copiesa true, which are complete and correct and complete in all material respects, of the followingcopy of: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“"IRS”") for the last year, three years with respect to any Company Employee Plan subject to such filing requirement; (iiiii) the most recently received IRS determination lettereach trust agreement and group annuity contract, if any, relating to the Plans such Company Employee Plan; and (iviii) the most recent summary plan description for such Plans (actuarial report or other descriptions valuation relating to a Company Employee Plan subject to Title IV of such Plans provided to employees) and all material modifications theretoERISA. (b) Each Plan With respect to the Company Employee Plans, individually and in the aggregate, no event has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that 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, or is entitled to rely on a favorable opinion issued by the IRS, occurred and, to the knowledge of the Company, there exists no fact condition or event has occurred since set of circumstances in connection with which the date of such determination letter or letters from the IRS Company could be subject to adversely affect, in any material respectliability under ERISA, the qualified status of Code or any such Plan or the exempt status of any such trustother applicable law. (c) Except as set forth in Section 4.11(c) of With respect to the Company Disclosure ScheduleEmployee Plans, neither individually and in the Company nor any Company Subsidiary sponsors aggregate, there are no funded benefit obligations for which contributions have not been made or has sponsored any Plan that provides properly accrued and there are no unfunded benefit obligations which have not been properly accounted for any post-employment by reserves or post-retirement health or medical or life insurance benefits for retired, former or current employees of otherwise footnoted in accordance with GAAP on the Company or any Company Subsidiary, except as required by Section 4980B of the CodeCompany's Most Recent Balance Sheet. (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors of its Subsidiaries is a party to any written or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, oral: (i) there is no unfair labor practice charge union or complaint pending against collective bargaining agreement; (ii) agreement with any current or former employee the benefits of which are contingent upon, or the terms of which will be materially altered by, the consummation of the Merger or other transactions contemplated by this Agreement; (iii) agreement with any current or former employee of the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout of its Subsidiaries providing any term of employment or labor dispute pending or, to compensation guarantee extending for a period longer than one year from the knowledge of the Company, threatened against date hereof or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention payment of unlawful employment practices and compensation in excess of $200,000 per annum; or (iv) agreement or plan the Company and each Company Subsidiary arebenefits of which will be increased, and at all times have been in compliance withor the vesting of the benefits of which will be accelerated, all applicable Laws relating to employment upon the consummation of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security TaxesMerger.

Employee Benefit Plans. (a) Section 4.11(a) None of the Company Disclosure Schedule lists all material employee benefit plans (as defined Debtors nor any of their ERISA Affiliates sponsor, maintain or contribute to any Multiemployer Plan or a plan that is subject to Title IV of ERISA and, in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonuslast six years, stock optionneither the Debtors nor any ERISA Affiliate has sponsored, stock purchase, restricted stock, incentive, deferred compensation, retiree medical maintained or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) 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, contributed to any Multiemployer Plan or sponsored by the Company or plan that is subject to Title IV of ERISA. No condition exists that could reasonably be expected to result in any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary (collectively, the “Plans”). The Company has made available to Parent copies, which are correct and complete in all material respects, of the following: (i) the Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (“IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating Liability to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions Debtors under Title IV of such Plans provided to employees) and all material modifications theretoERISA. (b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Each Plan that is intended to be qualified under Section 401(a) None of the Code Debtors has established, sponsored or Section 401(k) of the Code has received a favorable determination letter from the IRSmaintained, or is entitled to rely on a favorable opinion issued has any liability with respect to, any employee pension benefit plan or other material employee benefit plan, program, policy, agreement or arrangement governed by the IRS, and, or subject to the knowledge Laws of a jurisdiction other than the Company, no fact or event has occurred since the date United States of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the exempt status of any such trustAmerica. (c) Except as set forth would not reasonably be expected to result, individually or in Section 4.11(c) the aggregate, in a Material Adverse Effect to the Debtors, there are no pending, or to the Knowledge of the Company Disclosure ScheduleCompany, neither the Company nor threatened claims, sanctions, actions or lawsuits, asserted or instituted against any Company Subsidiary sponsors or has sponsored any Benefit Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Person as fiduciary or sponsor of any Company SubsidiaryBenefit Plan, except as required by Section 4980B of in each case other than claims for benefits in the Codenormal course. (d) Full payment has been madeExcept as would not reasonably be expected to result, individually or otherwise properly accrued on in the books aggregate, in a Material Adverse Effect all compensation and records benefit arrangements of the Debtors and all Company Benefits Plans comply and any Company Subsidiary, of have complied in both form and operation with their terms and all amounts that the Company applicable Laws and any Company Subsidiary are required under the terms legal requirements. None of the Plans Debtors, has any obligation to have paid as contributions to such Plans on provide any individual with a “gross up” or prior to similar payment in respect of any Taxes that may become payable under Section 409A or 4999 of the date of this Agreement (excluding any amounts not yet due)Code. (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no Plan, either individually or collectively, provides for any payment by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of the Code after giving effect not reasonably be expected to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(37) of ERISA). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would notresult, individually or in the aggregate, in a Material Adverse Effect, all liabilities (including all employer contributions and payments required to have been made by any of the Debtors) under or with respect to any compensation or benefit arrangement of any of the Debtors have been properly accounted for in the Company’s financial statements in accordance with GAAP. (f) Except as would not reasonably be expected to have result, individually or in the aggregate, in a Material Adverse Effect, (i) there each of the Debtors has complied and is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiarycurrently in compliance with all Laws and legal requirements in respect of personnel, employment and employment practices; (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge all service providers of each of the CompanyDebtors are correctly classified as employees, threatened against independent contractors, or affecting the Company otherwise for all purposes (including any applicable tax and employment policies or any Company Subsidiary, law); and neither the Company nor any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout or other labor dispute by or with respect to its employees within the last three (3) years, (iii) there the Debtors have not and are no charges with respect to or relating to the Company or not engaged in any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxesunfair labor practice.

Employee Benefit Plans. (a) Section 4.11(a) 4.17.1 Schedule 4.17 sets forth a list of the Company Disclosure Schedule lists all material each “employee benefit plans plan” (as defined in within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all material bonus, including each pension, profit sharing, 401(k), severance, welfare, disability, deferred compensation, stock purchase, stock option, stock purchaseother equity-based plan or arrangement, restricted stockemployee loan, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance employment, change-in-control, retention, fringe benefit, bonus, incentive and all other employee benefit agreements, programs, policies or other benefit plans, programs or arrangements, and all material employmentwhether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), terminationwhether formal or informal, severance oral or other contracts written, legally binding or agreements not, that is maintained, sponsored, contributed to or required to be contributed to or entered into by the Company or by any trade or business, whether or not incorporated that together with the Company would be deemed a “single employer” within the meaning of Section 4001(b) of ERISA (other than individual option agreements) an “ERISA Affiliate”), or to which the Company or any Company Subsidiary an ERISA Affiliate 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 party for the benefit of any current or former employee, officer, director officer or consultant other service provider of the Company or as to which the Company or any Company Subsidiary ERISA Affiliate has or may be reasonably expected to have any present or future liability (collectively, the “Company Plans”). The With respect to each Company Plan, the Company has made available to Parent copiesBuyer correct, which are correct true and complete in all material respects, copies of the following: Company Plan and any amendments thereto (i) or if the PlansCompany Plan is not a written Company Plan, (ii) a description thereof), any related trust agreement, insurance contract or policy or other funding vehicle, any reports or summaries required under ERISA or the annual report (Form 5500) filed with Code and the most recent determination letter or opinion letter received from the Internal Revenue Service (“IRS”with respect to each Company Plan intended to qualify under Section 401(a) for of the last yearCode. All contributions required to be made by the Company under the terms of the Company Plans have been timely made. To the Knowledge of the Company, (iiinone of the Company, any Company Plan, any trust created under any Company Plan, nor any trustee or administrator thereof has engaged in a transaction in connection with which the Company, any Company Plan, any such trust, or any trustee or administrator thereof, or any party dealing with any Company Plan or any such trust could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the most recently received IRS determination letter, if any, relating Code. 4.17.2 Up to the Plans and (iv) the most recent summary plan description for such Plans (or other descriptions of such Plans provided to employees) and all material modifications thereto. (b) Each Closing Date, each Company Plan has been operated established and administered in all material respects in accordance with its terms and the requirements of all applicable Lawslaw, including including, as to each Company Plan that is subject to thereto, ERISA and the Code. For each Company Plan with respect to which a Form 5500 has been filed, no material change has occurred with respect to the matters covered by the most recent Form 5500 filed since the end of the period covered thereby. No “reportable event” (as such term is defined in Section 4043 of ERISA) that could reasonably be expected to result in material liability, or material nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Company Plan. No Company Plan is a split-dollar life insurance program or otherwise provides for loans to any employee who would constitute an executive officer of the Company (within the meaning of the Xxxxxxxx-Xxxxx Act of 2002). To the extent any Company Plans are subject to Section 409A of the Code, the Company has administered such plans in good faith compliance with such section based on a reasonable interpretation of the requirements of Section 409A and applicable guidance. 4.17.3 Each Company Plan that is intended to be an “employee pension benefit plan” (within the meaning of ERISA Section 3(2)) is qualified under within the meaning of Section 401(a) of the Code or Section 401(k) of the Code and has received a favorable determination letter from (or opinion letter, as applicable) as to its qualification. To the IRS, or is entitled to rely on a favorable opinion issued by the IRS, and, to the knowledge Knowledge of the Company, no fact or event has occurred since the date or circumstance exists that could reasonably be expected to give rise to disqualification or loss of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan or the tax-exempt status of any such trust. (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary sponsors Plan or has sponsored any Plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except as required by Section 4980B of the Code. (d) Full payment has been made, a related trust or otherwise properly accrued on subject the books and records of the Company and any Company Subsidiary, of all amounts that the Company and any Company Subsidiary are required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date of this Agreement (excluding any amounts not yet due). (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, no PlanCompany, either individually directly or collectivelyby reason of its affiliation with any ERISA Affiliate, provides for to any payment material tax, material fine, material lien, material penalty or other material liability imposed by the Company or any Company Subsidiary that would constitute a “parachute payment” within the meaning of Section 280G of ERISA, the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the or other applicable laws. No Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension is a plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or a “multiemployer plan” (as defined in Section 412 or 4971 of the Code. Neither the Company nor any ERISA Affiliate contributes to or has ever contributed to, or otherwise incurred any withdrawal liability under, any multiemployer plan (within the meaning of Section 3(374001(a)(3) of ERISA)) and neither the Company, nor any of its ERISA Affiliates, has established, maintained, or had any obligation to contribute to any such plan within the past six (6) years. For purposes of this Except as set forth in Schedule 4.17, no Company Plan provides for post-employment or post-retirement health, medical or life insurance benefits for employees, except as required to avoid an excise tax under Section 4.11(f), an entity is an “ERISA Affiliate” 4980B of the Company if it Code or otherwise except as may be required pursuant to any other applicable law. No condition exists which would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against prevent the Company or any an ERISA Affiliate from amending or terminating a Company SubsidiaryPlan. 4.17.4 With respect to each Company Plan, (iia) there no material claim (other than routine claims for benefits), action, suit or other proceeding is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge Knowledge of the Company, threatened against and (b) no written or affecting oral communication has been received from the Pension Benefit Guaranty Corporation concerning the funded status thereof or any transfer of assets and liabilities therefrom in connection with the transactions contemplated herein. 4.17.5 Except as set forth in Schedule 4.17, the consummation of the transactions contemplated by this Agreement shall not, either alone or in combination with another event, (a) entitle any current or former employee, officer or other service provider of the Company to severance pay or any other payment (or any increase in such payment) from the Company or under any Company SubsidiaryPlan, (b) accelerate the time of payment or vesting or increase the amount of compensation due any such employee, officer or other service provider from the Company or under any Company Plan, or (c) limit or restrict the right of the Company to merge, amend or terminate any Company Plan. No amounts payable under the Company Plans will fail to be deductible for federal income tax purposes due to the operation of Section 280G of the Code. Except as set forth in Schedule 4.17, the Company has no contractual obligation to make any tax gross-up payments as a result of the golden parachute excise tax of Section 4999 of the Code. 4.17.6 With respect to each Company Plan subject to the laws of any jurisdiction outside the United States (a) all employer contributions to each such Company Plan required by law or by the terms of such Company Plan have been made, and neither (b) each such Company Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. All employer and employee contributions that are required to be made to a personal pension scheme in the Company nor United Kingdom (“U.K. Pension”) have been made up to the Closing Date and no condition or event exists or is expected to occur that will or could be expected to subject Buyer to any Company Subsidiary has experienced any strike, slowdown, work stoppage, lockout direct or other labor dispute by or indirect liability with respect to its employees within the last three (3) years, (iii) there are no charges with respect to or relating to the Company or any Company Subsidiary pending before any Governmental Authority responsible for the prevention of unlawful employment practices and (iv) the Company and each Company Subsidiary are, and at all times have been in compliance with, all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxesa U.K. Pension.

Employee Benefit Plans. (a) Section 4.11(a4.13(a) of the Company Disclosure Schedule lists sets forth a correct and complete list of all material employee benefit plans, programs, agreements or arrangements, including pension, retirement, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, vacation, bonus or other incentive plans, all medical, vision, dental or other health plans, all life insurance plans, and all other employee benefit plans (or fringe benefit plans, including “employee benefit plans” as that term is defined in Section 3(3) of ERISA, in each case, whether oral or written, funded or unfunded, or insured or self-insured, maintained by the Employee Retirement Income Security Act Company or any of 1974 (“ERISA”)) and all material bonusits Subsidiaries, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (other than individual option agreements) to which the Company or any Company Subsidiary of its Subsidiaries contributed or is a partyobligated to contribute thereunder, or with respect to which the Company or any Company Subsidiary of its Subsidiaries has or may have any obligation liability (contingent or which are maintainedotherwise), contributed in each case, for or to or sponsored by the Company or any Company Subsidiary for the benefit of (i) any current or former employeeemployees, officerdirectors, director officers or consultant consultants of the Company or any Company Subsidiary of its Subsidiaries located primarily in the United States and/or their dependents (collectively, the “Benefit Plans”), or (ii) any current or former employees, directors, officers or consultants of any of its Subsidiaries not located primarily in the United States and/or their dependents (collectively, the “Foreign Plans”). The Company has made available For purposes of this Agreement, the term “plan,” when used with respect to Parent copies, which are correct and complete in all material respects, of the following: (i) the Foreign Plans, (ii) the annual report (Form 5500) filed with the Internal Revenue Service (shall mean a “IRS”) for the last year, (iii) the most recently received IRS determination letter, if any, relating to the Plans and (iv) the most recent summary plan description for such Plans (scheme” or other descriptions employee benefit program or arrangement in accordance with specific country usage. Table of such Plans provided to employees) and all material modifications thereto.Contents (b) Each Plan has been operated in all material respects in accordance with its terms All Benefit Plans that are intended to be subject to Code Section 401(a) and the requirements of all applicable Laws, including ERISA and the Code. Each Plan any trust agreement that is intended to be tax exempt under Code Section 501(a) have been determined by the Internal Revenue Service to be qualified under Code Section 401(a) of the and exempt from taxation under Code or Section 401(k) of the Code has received a favorable determination letter from the IRS, or is entitled to rely on a favorable opinion issued by the IRS501(a), and, to the knowledge Knowledge of the Company, nothing has occurred that would adversely affect the qualification of any such plan. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Benefit Plan and any related trust subject to ERISA complies in all material respects with and has been administered in substantial compliance with, (A) the provisions of ERISA, (B) all provisions of the Code, (C) all other applicable Laws, and (D) its terms and the terms of any collective bargaining or collective labor agreements; (ii) neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity questioning or challenging such compliance; and (iii) there are no unresolved claims or disputes under the terms of, or in connection with, the Benefit Plans other than claims for benefits which are payable in the ordinary course; (iv) there has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan; (v) no Action has been commenced with respect to any Benefit Plan and, to the Knowledge of the Company, no fact such Action is threatened (other than routine claims for benefits in the normal course); (vi) there are no governmental audits or investigations pending or, to the Knowledge of the Company, threatened in connection with any Benefit Plan; and (vii) to the Knowledge of the Company, there are not any facts that could give rise to any liability in the event has occurred since the date of such determination letter or letters from the IRS to adversely affect, in any material respect, the qualified status of any such Plan governmental audit or the exempt status of any such trustinvestigation. (c) Except Neither the Company nor any ERISA Affiliate of the Company (i) sponsors or contributes to a Benefit Plan that is a “defined benefit plan” (as set forth defined in ERISA Section 3(35)); (ii) has an “obligation to contribute” (as defined in ERISA Section 4212) to a Benefit Plan that is a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)); (iii) has any liability, contingent or otherwise, under Title IV of ERISA with respect to a Benefit Plan, either directly or through any ERISA Affiliate; (iv) except as stated in Section 4.11(c4.13(c) of the Company Disclosure Schedule, neither the Company nor sponsors, maintains or contributes to any Company Subsidiary sponsors plan, program or has sponsored any Plan arrangement that provides for any post-retirement or other post-employment or post-retirement welfare benefits (other than health or medical or life insurance benefits for retired, former or current employees of the Company or any Company Subsidiary, except care continuation coverage as required by Law); and (v) sponsors a Foreign Plan that is a defined benefit pension plan intended to be registered or approved by any Governmental Entity. For purposes of this Section 4980B 4.13, “ERISA Affiliate” shall mean any trade or business, whether or not incorporated, that together with the Company would be deemed to be a single employer for purposes of Section 4001 of ERISA or Sections 414(b), (c), (m), (n) or (o) of the Code. (d) Full payment Each Foreign Plan complies in all material respects with and has been made, or otherwise properly accrued on administered in substantial compliance with the books and records Laws of the Company and applicable foreign country. Each Foreign Plan which, under the Laws of the applicable foreign country, is required to be registered or approved by any Company SubsidiaryGovernmental Entity, of all amounts that has been so registered or approved. All contributions to each Foreign Plan required to be made by the Company and or the Company Subsidiaries through the Closing Date have been or shall be made or, if applicable, shall be accrued in accordance with country-specific accounting practices. No Action has been commenced with respect to any Company Subsidiary are required under Foreign Plan and, to the terms Knowledge of the Plans to have paid as contributions to Company, no such Plans on Action is threatened (other than routine claims for benefits in the normal course). There are no governmental audits or prior investigations pending or, to the date Knowledge of this Agreement (excluding the Company, threatened in connection with any amounts not yet due).Foreign Plan. Table of Contents (e) Except as set forth in All reports, returns and similar documents with respect to all Benefit Plans or Foreign Plans required to be filed by the Company or any of its Subsidiaries with any Governmental Entity have been duly and timely filed. All material reports, returns and similar documents with respect to all Benefit Plans or Foreign Plans required to be distributed to any Benefit Plan or Foreign Plan participant have been duly and timely distributed. (f) Section 4.11(e4.13(f) of the Company Disclosure ScheduleSchedule discloses whether each Benefit Plan that is an employee welfare benefit plan is (i) unfunded or self-insured, no Plan, either individually (ii) funded through a “welfare benefit fund,” as such term is defined in Code Section 419(e) or collectively, provides for any payment by other funding mechanism or (iii) insured. Each such employee welfare benefit plan may be amended or terminated (including with respect to benefits provided to retirees and other former employees) without liability (other than benefits then payable under such plan without regard to such amendment or termination) to the Company or any of its Subsidiaries at any time. Each of the Company Subsidiary and the Company’s Subsidiaries complies in all material respects with the applicable requirements of Section 4980B(f) of the Code or any similar state statute with respect to each Benefit Plan that would constitute is a “parachute payment” group health plan within the meaning of Section 280G 5000(b)(1) of the Code after giving effect to the transactions contemplated by this Agreement. (f) Neither the Company nor any ERISA Affiliate sponsors or has sponsored in the past six years any Plan (or United States based pension plan in the case of an ERISA Affiliate) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Codesuch state statute. Neither the Company nor any ERISA Affiliate contributes to of its Subsidiaries has any material obligations for retiree health or has ever contributed to, or otherwise incurred life insurance benefits under any withdrawal liability under, any multiemployer plan Benefit Plan (within the meaning of other than for continuation coverage under Section 3(374980B(f) of ERISAthe Code). For purposes of this Section 4.11(f), an entity is an “ERISA Affiliate” of the Company if it would have ever been considered a single employer with the Company under 4001(b) of ERISA or part of the same controlled group as the Company for purposes of Section 302(d)(8)(C) of ERISA. (g) Except as would notmay be required by Law, individually or in the aggregateas contemplated under this Agreement, reasonably be expected to have a Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending against the Company or any Company Subsidiary, (ii) there is no labor strike, slowdown, work stoppage, lockout or labor dispute pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary of its Subsidiaries has experienced any strikeplan or commitment to create any additional Benefit Plans or Foreign Plans, slowdown, work stoppage, lockout or other labor dispute by to amend or with respect modify any existing Benefit Plan or Foreign Plan in such a manner as to its employees within materially increase the last three (3) years, (iii) there are no charges with respect to cost of such Benefit Plan or relating Foreign Plan to the Company or any Company Subsidiary pending before of its Subsidiaries. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will cause or trigger (i) any Governmental Authority responsible for material payment (including any bonus, severance, unemployment compensation, deferred compensation, forgiveness of indebtedness or golden parachute payment) to any current or former employee under any Benefit Plan or Foreign Plan; (ii) any increase in any material respect of any benefit otherwise payable under any Benefit Plan or Foreign Plan; (iii) any acceleration in any material respect of the prevention time of unlawful employment practices and payment or vesting of any such benefits under any Benefit Plan or Foreign Plan; or (iv) any material obligation to fund any trust or other arrangement with respect to compensation or benefits under a Benefit Plan or Foreign Plan. No payment or benefit which has been, will or may be made by the Company or any of its Subsidiaries with respect to any current or former employee located in the United States in connection with the execution and each delivery of this Agreement or the consummation of the transaction contemplated hereby would be characterized as an “excess parachute payment” with the meaning of Section 280G(b)(1) of the Code or fail to be deductible under Section 162(m) of the Code. Table of Contents (i) Neither the Company Subsidiary arenor any of its Subsidiaries has classified any individual as an “independent contractor” or similar status who, and at all times according to a Benefit Plan or Foreign Plan or applicable Law, should have been classified as an employee or of similar status. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has any material liability by reason of any individual who provides or provided services to the Company or any of its Subsidiaries, in compliance withany capacity, being improperly excluded from participating in any Benefit Plan or Foreign Plan. (j) Correct and complete copies have been delivered or made available to the Buyer by the Company of all Benefit Plans and Foreign Plans (including all amendments and attachments thereto); written summaries of any Benefit Plan not in writing, all applicable Laws relating related trust documents; all insurance contracts or other funding arrangements to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety the degree applicable; the two most recent annual information filings (Form 5500) and health, workers’ compensation, pay equity, classification of employees annual financial reports for those Benefit Plans (where required); the most recent determination letter from the Internal Revenue Service (where required); and the collection most recent summary plan descriptions for the Benefit Plans and payment in respect of withholding and/or social security Taxesdefined Benefit Plans and Foreign Plans, the most recent actuarial valuation and any subsequent valuation or funding advice (including draft valuations).