Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in Section 3(3) of ERISA, whether written or unwritten, and whether or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect to which the Company or any of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefits.

Employee Benefit Plans. (a) Section 3.11(a3.10(a) of the Company Disclosure Schedule sets forth Letter contains a true correct and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each means (i) each “employee pension benefit plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) (“Pension Plans”), (ii) each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) (whether or not subject to ERISA), (iii) each “employee benefit plan,” as defined in Section 3(3) of ERISA, whether written or unwritten, and ERISA (whether or not subject to ERISA ERISA) and (iiiv) each other employment or employee benefit plan, policy, program, practice, policy, agreement or arrangement, or agreementincluding but not limited to any bonus, whether written or unwrittencommission, including any deferred compensation, employment, consulting, end of service or severance, termination protectionseparation, vacation, paid time off, retention, change in control, transaction bonustransaction, retentiontax gross-up, employment, offer letter, relocation, individual independent contractor or consulting, pension, retirement, profit-sharing, deferred compensationretirement, insurance, stock bonus, stock purchase, stock option, restricted stock, stock appreciation right, incentive or equity compensation or other equity or equity-based compensation, stock purchasedeferred compensation, employee stock ownershipwelfare-benefit, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program program, policy, agreement, arrangement or arrangement, in each case, (x) that is practice sponsored, maintained, administered, contributed to or required to be contributed to, participated in or entered into by the Company or its Subsidiaries any Company Subsidiary or to which the Company or any Company Subsidiary is a party, for the current or future benefit of any current or former directoremployees, officerofficers, employee directors, individual consultants or individual independent contractor or consultant contractors of the Company or its Subsidiaries who is a natural person (eachany Company Subsidiary, a “Service Provider”), (y) with respect to or under which the Company or any of its Subsidiaries Company Subsidiary has or can reasonably be expected to have any liability liability, contingent or (z) otherwise. With respect to which each material Benefit Plan, the Company has delivered or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where and Merger Sub correct and complete copies of the severance period plan document (including all amendments thereto) or required notice of termination provided a written description if such Benefit Plan is not otherwise in excess writing. The Company has delivered or made available to Parent correct and complete copies of thirty (30) days or such longer period as is required under local Laweach Company Stock Plan and the forms of award agreements evidencing the Company Stock Plan Awards, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as with respect to the level foregoing forms, other than differences with respect to the number of benefitsCommon Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no award agreement evidencing any Company Stock Plan Award contains material terms that are not consistent with, or in addition to, such forms.

Employee Benefit Plans. (a) Section 3.11(a3.16(a) of the Company Disclosure Schedule sets forth a true and complete list lists, as of the date of this Agreement, each material Company Benefit Plan. “Company Benefit Plan” shall mean each employee benefit plan (as hereinafter defined) (i) “employee benefit plan” as defined in Section 3(3that is currently maintained, contributed (or required to be contributed) of ERISA, whether written or unwritten, and whether or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangementto, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into sponsored by the Company or its Subsidiaries for the current any Company Subsidiary, or future benefit of any current or former director, officer, employee or independent contractor or consultant of (ii) to which the Company or its Subsidiaries who any Company Subsidiary is a natural person party, or (each, a “Service Provider”), (yiii) with respect to which the Company or any of its Subsidiaries Company Subsidiary has any liability material liability, including any material contingent liability, for the payment or delivery of any premiums, compensation or benefits (collectively, the “Plans”). For purposes of the preceding sentence, an “employee benefit plan” is any of the following that benefits or is intended to benefit any current or former employee or director (whether or not an employee) of, or consultant or other service provider (whether or not an employee) with respect to the Company or an ERISA Affiliate (as defined in Section 3.16(b)), or the beneficiaries of any of them: (A) a “plan” described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (B) a stock bonus, stock option, stock purchase, restricted stock, restricted stock unit, stock appreciation right, or other equity-based plan, policy, program, agreement or arrangement; or (zC) an incentive, bonus, deferred compensation, welfare, retiree medical or life insurance, retirement, supplemental retirement, termination, salary continuation, severance, change in control, and any material fringe benefit or other material benefit plan, policy, program, agreement or arrangement, whether written or unwritten. With respect to which each Plan, the Company has delivered to Parent a true and complete copy of each of the following, together with all amendments: (i) all documents embodying the Plan (or, where a Plan has not been reduced to writing, a summary of all material Plan terms), (ii) in the case of any funded Plan, the trust agreement or similar instrument, (iii) for each Plan subject to the requirement that annual reports be filed on a Form 5500, the two most recently filed annual reports, with schedules, financial statements and auditor’s opinion attached, (iv) in the case of each Plan intended to be qualified under Section 401(a) of the Code, the most recent IRS determination or opinion letter applicable to the Plan, (v) all related custodial agreements, insurance policies (including fiduciary liability insurance covering the fiduciaries of the Plan), administrative services and similar agreements, and investment advisory or investment management agreements, if any, and (vi) the most recent summary plan description, summaries of material modifications or similar summary and any employee handbook referencing the Plan. (b) None of the Company or any Company Subsidiary or any other person (including an entity) that together with the Company or any Company Subsidiary is or at any relevant time was treated as a single employer under Section 414(b), (c), (m) or (o) of its Subsidiaries is the Code (each, together with the Company and any Company Subsidiary, an “ERISA Affiliate”) has ever contributed or been required to contribute to, or has ever sponsored, maintained or participated in, (i) a party; providedpension plan (within the meaning of Section 3(2) of ERISA) subject to Section 412 of the Code or Title IV of ERISA, (ii) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA), or (iii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for the avoidance which an ERISA Affiliate would reasonably be expected to incur liability under Section 4063 or 4064 of doubt, that the following need not be set forth on ERISA. Except as described in Section 3.11(a3.16(b) of the Company Disclosure Schedule: , the transactions contemplated by this Agreement will not, by themselves or together with any other event, cause or result in the payment, acceleration or vesting of any payment, right or benefit under any Plan. (c) Each Plan that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination or opinion letter from the Internal Revenue Service (the “IRS”). No such determination or opinion letter has been revoked, and, to the Company’s knowledge, revocation has not been threatened. To the Company’s knowledge, no such Plan has been amended or operated since the date of its most recent determination or opinion letter in any respect, and no act or omission has occurred, that would adversely affect its qualification. (d) Each Plan has been maintained and administered at all times in accordance with its material terms. Each Plan, including any associated trust or fund, has been established and administered in material compliance with the applicable provisions of ERISA, the Code and other applicable Law (including, where applicable, non-U.S. Law), and, to the knowledge of the Company, nothing has occurred with respect to any Plan that has subjected or could reasonably be expected to subject the Company or any ERISA Affiliate to any liability or penalty under Section 502 of ERISA or to any tax under Chapter 43 of the Code. All filings and reports with respect to each Plan required to have been submitted to the IRS, the United States Department of Labor, or any other Governmental Entity have been duly and timely submitted. (e) No Plan provides health or life insurance benefits following retirement or other termination of employment, and neither the Company nor any Company Subsidiary has any obligation to provide any such benefits following retirement or other termination of employment, in each case except for benefit continuation coverage to the extent required under Part 6 of Subtitle B of Title I of ERISA. (f) With respect to each Plan, no administrative investigation, inquiry, audit or other proceeding by the IRS, Department of Labor other Governmental Entity, and no other lawsuit, claim, or other controversy, other than claims for benefits in the ordinary course and proceedings with respect to qualified domestic relations orders, is pending or, to the knowledge of the Company, threatened. (g) With respect to each Plan, all contributions (including salary reduction contributions), premiums and other payments (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severanceto the extent due, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Lawhave been timely made, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level extent not yet due, have been appropriately accrued on the books of benefitsthe Company and the Company Subsidiaries. (h) Each Plan subject to Section 409A of the Code (“Section 409A”) has been operated in good faith compliance with Section 409A. No Plan, which is subject to the requirements of Section 409A, violates such requirements. All Company Options granted by the Company after October 3, 2004 or which vest or vested (in whole or in part) after December 31, 2004, have (or, if already terminated, had) an exercise price that was not less than the fair market value of the underlying stock as of the date such Company Option was granted. The Company is not a party to, nor is otherwise obligated under, any contract, agreement, plan or arrangement that provides for the gross-up of Tax imposed by Section 409A(a)(1)(B) of the Code. (i) Except for the plans listed on Section 3.16(a) of the Company Disclosure Schedule, no Plan is subject to the Laws of a jurisdiction other than the United States, whether or not United States Law also applies. For purposes of the preceding sentence, the Commonwealth of Puerto Rico, Guam, American Samoa, the Northern Xxxxxxxx Islands and the Virgin Islands shall be considered jurisdictions other than the United States. (j) Each Plan and its related documentation or agreement, summary plan description, or other written communication distributed generally to employees by its terms expressly and adequately reserves the right to amend and terminate such Plan, and each Plan may be terminated without material liability to the Company or any Company Subsidiary, except for vested benefits accrued through the date of termination and the administrative and professional costs incurred in such transaction. Except as listed in Section 3.16(j) of the Company Disclosure Schedule, no Plan includes in its assets any securities issued by the Company or any of Company Subsidiary.

Employee Benefit Plans. (a) The Company has not since inception, nor does it currently sponsor, maintain, contribute to or participate in a Multiemployer Plan or a "defined benefit plan" within the meaning of Section 3.11(a3(35) of ERISA covering employees of the Company Disclosure Company; (b) except as set forth on Schedule sets forth a true and complete list 2.18, none of each material Company the Employee Benefit Plan. “Company Benefit Plan” shall mean each (i) “Plans is an "employee pension benefit plan” as defined in ", or an "employee welfare benefit plan", within the meaning of Section 3(3) of ERISA; (c) there are no pending or, whether written to the best of the Company's knowledge, threatened claims, lawsuits, or unwrittenarbitrations against any Employee Benefit Plan or any fiduciary thereof; (d) each Employee Benefit Plan is, and whether has been, operated in compliance in all material respects with the applicable provisions of federal and state law; (e) the Company has, or not subject prior to ERISA the Closing Date will have, paid in full all insurance premiums or otherwise met all other funding obligations with regard to all Employee Benefit Plans for policy years or other applicable policy funding periods ending on or before the Closing Date; and (iif) each other upon termination of employment of any employee, neither the Company nor any employee will incur any liability for any severance or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retentionpay, pension, retirementprofit-sharing or other post-retirement benefit, including but not limited to life, health and welfare benefits, or other similar payment, except as set forth on Schedule 2.18. For purposes of this representation, "Employee Benefit Plans" shall mean bonus, pension, benefit, welfare, profit-sharing, retirement, disability, insurance, incentive, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or compensation and other similar compensation fringe or employee benefit planplans, program funds, programs or arrangementarrangements, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect to which the Company or any of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) and any employment contracts or consultancy agreements executive compensation agreements, written or oral, in each of the foregoing cases, which cover or covered, are or were maintained for the benefit of, or relate or related to, any or all current or former employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where of the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsCompany.

Employee Benefit Plans. (a) Section 3.11(a3.13(a) of the Company Disclosure Schedule Letter sets forth a true and complete list of of: each material Company Benefit Plan. “Company Benefit Plan” shall mean deferred compensation and each (i) “employee benefit plan” as defined in Section 3(3) of ERISA, whether written bonus or unwritten, and whether or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based incentive compensation, stock purchase, employee stock ownershipoption and other equity compensation plan, vacationprogram, holiday pay agreement or arrangement; each material severance or termination pay, medical, surgical, hospitalization, life insurance and other paid time off“welfare” plan, fund or program (within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); each material profit-sharing, stock bonus or other incentive plans“pension” plan, medicalfund or program (within the meaning of section 3(2) of ERISA); each employment, retiree medical, vision, dental termination or severance agreement; and each other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or material employee benefit plan, program fund, program, agreement or arrangement, in each case, (x) that is sponsored, maintainedmaintained or contributed to or required to be contributed to by WIN or by any trade or business, administeredwhether or not incorporated (an “ERISA Affiliate”), contributed tothat together with WIN, participated in Holdings or entered into by any Division Subsidiary at any relevant time would be deemed a “single employer” within the Company meaning of section 4001(b) of ERISA or its Subsidiaries section 414 of the Code, or to which WIN, Holdings or any Division Subsidiary or an ERISA Affiliate is party, whether written or oral, for the current or future benefit of any current or former directoremployee, officer, employee director, or independent contractor of Holdings or consultant the Division Subsidiaries who will be a Continuing Division Employee under this Agreement (the “WIN Plans”). There are no WIN Plans in which only Holdings and/or any of the Company Division Subsidiaries participates or its Subsidiaries who is a natural person (eachwhich cover only current or former employees, a “Service Provider”)officers, (y) directors or contractors of Holdings and/or any Division Subsidiary or with respect to which the Company or Holdings and/or any of its Subsidiaries has Division Subsidiary will have any liability or obligation at or after the Effective Time. (zb) With respect to each WIN Plan in which Continuing Division Employees participate, WIN has heretofore delivered or made available to the Company WCAS Subs true and complete copies of the WIN Plan and any amendments thereto, or the applicable Summary Plan Description. (c) No liability or obligation under (i) Title IV or section 302 of ERISA or section 412 of the Code, (ii) any “multiple employer welfare arrangement” as defined in section 3(40) of its Subsidiaries is a party; provided, for ERISA or (iii) any “multiple employer plan” within the avoidance meaning of doubt, that the following need not be set forth on Section 3.11(asection 210 of ERISA or section 413(c) of the Company Disclosure Schedule: Code, in any case, has been or could be incurred by WIN or any ERISA Affiliate which could reasonably be expected to result in a material liability or obligation to the WCAS Subs, Holdings or any Division Subsidiary. (d) There has been no material failure of a WIN Plan that is a group health plan (as defined in section 5000(b)(1) of the Code) to meet the requirements of section 4980B(f) of the Code with respect to a qualified beneficiary (as defined in section 4980B(g) of the Code) which could reasonably be expected to result in a material liability to the WCAS Subs or Holdings or any Division Subsidiary. None of Holdings or any Division Subsidiary has any current or potential liability or obligation to provide post-employment or post-termination welfare or welfare-type benefits to any current or former employee of Holdings and/or any Division Subsidiary, except as required by COBRA. (e) Neither WIN nor any ERISA Affiliate of WIN has incurred or could incur a withdrawal liability with respect to any “multiemployer pension plan,” as defined in section 3(37) of ERISA, which could reasonably be expected to result in a material liability or obligation to the WCAS Subs, Holdings or any Division Subsidiary. (f) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any employment contracts current or consultancy agreements for employees former employee, officer, director or consultants who are natural persons that (A) do not provide for severancecontractor of Holdings or the Division Subsidiaries to severance pay, retention, change in control, transaction bonus or other material unemployment compensation or benefits any other payment, or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans accelerate the time of payment or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as vesting, or increase the amount of compensation due any such employee or officer, director or contractor. (g) There are no pending or, to the level Knowledge of WIN, threatened claims, actions, proceedings, hearings, audits, examinations, investigations, or suits by or on behalf of any WIN Plan in which Continuing Division Employees participate, by any employee or beneficiary covered under any such WIN Plan, or otherwise involving any such WIN Plan (other than routine claims for benefits).

Employee Benefit Plans. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth Letter contains a true correct and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each means (i) each “employee pension benefit plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (“Pension Plans”), (ii) each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) (whether or not subject to ERISA), (iii) each “employee benefit plan,” as defined in Section 3(3) of ERISA, whether written or unwritten, and ERISA (whether or not subject to ERISA ERISA); and (iiiv) each other employment or employee benefit plan, policy, program, practice, policy, agreement or arrangement, or agreementincluding but not limited to any bonus, whether written or unwrittencommission, including any deferred compensation, employment, consulting, end of service or severance, termination protectionseparation, vacation, paid time off, retention, change in control, transaction bonustransaction, retentiontax gross-up, employment, offer letter, individual independent contractor or consulting, pension, retirement, profit-sharing, deferred compensationretirement, insurance, stock bonus, stock purchase, stock option, restricted stock, stock appreciation right, incentive or equity compensation or other equity or equity-based compensation, stock purchasedeferred compensation, employee stock ownershipwelfare-benefit, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program program, policy, agreement, arrangement or arrangement, in each case, (x) that is practice sponsored, maintained, administered, contributed to or required to be contributed to, participated in or entered into by the Company or its Subsidiaries any Company Subsidiary or to which the Company or any Company Subsidiary is a party, for the current or future benefit of any current or former directoremployees, officerofficers, employee directors, individual consultants or individual independent contractor or consultant contractors of the Company or its Subsidiaries who is a natural person any Company Subsidiary, or under which the Company or any Company Subsidiary has or can reasonably be expected to have any liability, contingent or otherwise (eachin each case prior to giving effect to the Spin-Off). “RemainCo Benefit Plan” means each Benefit Plan sponsored, a “Service Provider”)maintained, (y) with respect contributed to or required to be contributed to, by the Company or any RemainCo Subsidiary or to which the Company or any of its Subsidiaries has any liability RemainCo Subsidiary is a party, or (z) to under which the Company or any of its Subsidiaries is a party; providedRemainCo Subsidiary has or can reasonably be expected to have any liability, for contingent or otherwise, in each case after giving effect to the avoidance of doubtSpin-Off. With respect to each material Benefit Plan, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) any employment contracts has delivered or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where and Merger Sub correct and complete copies of the severance period plan document (including all amendments thereto) or required notice of termination provided a written description if such Benefit Plan is not otherwise in excess writing. With respect to each material RemainCo Benefit Plan, the Company has delivered or made available to Parent and Merger Sub correct and complete copies of, to the extent applicable, (A) the three (3) most recent annual reports on Form 5500 and all schedules thereto, (B) the most recent summary plan description and summary of thirty material modifications, as well as all similar employee communications, (30C) days each current trust agreement, insurance Contract or policy, group annuity Contract and any other funding arrangement documents relating to such longer period as is required under local LawBenefit Plan, (D) the most recent actuarial report, financial statement or valuation report, (E) a current Internal Revenue Service opinion or favorable determination letter, (F) all material correspondence to or from any Governmental Authority relating to such Benefit Plan for the three (3) most recent plan years and (iiG) plans all discrimination tests for each Benefit Plan for the three (3) most recent plan years. “ERISA Affiliate” means each trade or arrangements required to be provided to business, whether or not incorporated, that is, or has at any relevant time been, under common control, a Service Provider pursuant to applicable Law without discretion member of the same controlled group or treated as to a “single employer,” with the level Company or any Company Subsidiary within the meaning of benefitsSection 4001 of ERISA or Section 414 of the Code.

Employee Benefit Plans. (a) Section 3.11(a3.22(a) of the Company Target Disclosure Schedule sets forth Letter contains a true true, correct and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in Section 3(3) of ERISA, whether written or unwritten, and whether or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, bonus, incentive compensation, stock optionpurchase, stock option and other equity or equity-based compensationcompensation plan, program, agreement or arrangement; each separation or termination pay, medical, surgical, hospitalization, life insurance and other “welfare plan,” fund or program (within the meaning of Section 3(1) of Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); each profit-sharing, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental “pension plan,” fund or program (within the meaning of Section 3(2) of ERISA); and each other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or material employee benefit plan, program fund, program, agreement or arrangement, in each case, that is, or was within the past six (x6) that is years, sponsored, maintainedmaintained or contributed to or required to be contributed to by Target or by any trade or business, administeredwhether or not incorporated, contributed tothat together with Target would be deemed a “single employer” within the meaning of Section 414(b), participated in (c), (m) or entered into by (o) of the Company Code (each, an “ERISA Affiliate”), or its Subsidiaries to which Target or any ERISA Affiliate is party, whether written or oral, for the current or future benefit of any current or former directoremployee, officer, employee or independent contractor director or consultant of the Company or its Subsidiaries who is a natural person Target (eachcollectively, a “Service ProviderTarget Benefit Plans”). (b) Neither Target nor any of its Subsidiaries, nor any ERISA Affiliate, has any commitment or formal plan, whether legally binding or not, to create any additional material employee benefit plan or modify or change, in any material way, any existing Target Benefit Plan that would affect any current or former employee, officer, director or consultant of Target or any of its Subsidiaries. (yc) with With respect to each Target Benefit Plan and Subsidiary Benefit Plan, Target has heretofore delivered to Parent a current, true, correct and complete copy (or, to the extent no such copy exists, an accurate written description) thereof (including any amendments thereto) and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent IRS determination, opinion or notification letter and any pending application requesting issuance of a determination letter; (iii) any summary plan descriptions, summaries of material modifications or other reports and summaries required under ERISA or the Code; (iv) for the two most recent years for which such documents are available, the Company Form 5500 and attached schedules, audited financial statements, actuarial valuation reports and any related correspondence; (v) copies of any material documents and correspondence relating to any Target Benefit Plan received from or provided to the IRS of the United States Department of Labor; and (vi) all summaries furnished employees, officers and directors of Target or any of its Subsidiaries of all incentive compensation, bonus or other plans and fringe benefits for which a summary plan description is not available. Each Target Benefit Plan intended to be “qualified” within the meaning of Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(7) of the Code has been determined to be “qualified” by the IRS and has received a favorable determination letter or opinion letters, as applicable, as to its Tax qualified status and the trusts maintained thereunder are exempt from taxation under Section 501(a) of the Code and, to the Knowledge of Target, no event has occurred or circumstance exists that would reasonably be expected to affect such qualified status. No Target Benefit Plan is a voluntary employees’ beneficiary association under Section 501(c)(9) of the Code. (d) Neither Target nor any liability ERISA Affiliate, sponsors, maintains, contributes to or has an obligation to contribute to, or has at any time within the last six (6) years sponsored, maintained, contributed to or had an obligation to contribute to, any “multiemployer plan,” as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA or comparable provisions of any other applicable Law; any “multiple employer plan,” as such term is defined in Treasury Regulation Section 1.413-2(a)(2); any “multiple employer welfare arrangement,” as such term is defined in Section 3(40)(A) of ERISA; or any pension plan (as defined in Section 3(2) of ERISA) subject to Part 3 of Title I of ERISA or Title IV of ERISA, or Section 412 of the Code. (e) Each Target Benefit Plan and each Subsidiary Benefit Plan has been operated and administered in all material respects in accordance with its terms and applicable Law, including but not limited to ERISA and the Code to the extent applicable, and all contributions required to be made under the terms of any of the Target Benefit Plans and each Subsidiary Benefit Plan as of the date hereof have been timely made or, if not yet due, have been properly reflected in the Target Financial Statements except for any failure to do so which would not result in any material Liability to Target or any of its Subsidiaries. All premiums or other payments required for applicable insurance coverage for all periods ending on or before the Effective Time have been paid or accrued for each Target Benefit Plan and each Subsidiary Benefit Plan. (f) Except for benefits provided under the Material Employment Agreements, no Target Benefit Plan or Subsidiary Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of Target or any of its Subsidiaries for periods extending beyond their retirement or other termination of service, other than coverage mandated by applicable Law. (g) Except as described in Section 3.22(g) of the Target Disclosure Letter, the consummation of the transactions contemplated by this Agreement (including, without limitation, the Second Merger), either alone or in combination with another event, will not: (i) entitle any current or former employee, director, officer or consultant of Target or any of its Subsidiaries to severance pay, unemployment compensation, loan forgiveness or any other payment; (ii) except as provided in this Agreement, accelerate the time of payment or vesting, or increase the amount of, any compensation or benefits due any such employee, director, officer or consultant, including without limitation under any Target Benefit Plan or Subsidiary Benefit Plan; or (ziii) prevent Target or any of its Subsidiaries from amending or terminating any Target Benefit Plan or Subsidiary Benefit Plan. (h) There are no pending or, to the Knowledge of Target, threatened or anticipated claims against Target or any ERISA Affiliate, by or on behalf of any Target Benefit Plan or Subsidiary Benefit Plan or any employee or beneficiary covered under any such Target Benefit Plan or Subsidiary Benefit Plan with respect to such plan, or otherwise involving any such Target Benefit Plan or Subsidiary Benefit Plan, including any audit or inquiry by the IRS or the United States Department of Labor (other than routine claims for benefits). (i) Each Target Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has been operated, in all material respects, in good faith compliance with Section 409A of the Code and IRS Notices 2005-1, 2006-4 and 2006-79. (j) Except as set forth in Section 3.22(j) of the Target Disclosure Letter, Target does not sponsor or contribute to or have any Liability with respect to any employee benefit plan, program or arrangement that provides or provided benefits to employees who perform or performed services for Target outside of the United States. (k) There is no agreement, contract, plan or arrangement to which the Company Target or any of its Subsidiaries is a party; providedparty that may result, for separately or in the avoidance aggregate, in the payment of doubt, any amount by Target or any of its Subsidiaries that the following need is not be set forth on deductible under Section 3.11(a) 404 of the Company Disclosure Schedule: (i) Code or that may be an “excess parachute payment” within the meaning of Section 280G of the Code and no action by Target or any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severanceof its Subsidiaries, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider whether pursuant to applicable Law without discretion as to this Agreement or otherwise, shall result in the level making of benefitsany such payment.

Employee Benefit Plans. (a) Section 3.11(a4.14(a)(i) of the Company Disclosure Schedule Letter sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) all “employee pension benefit planplans” (as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (sometimes referred to individually as a “Company Pension Plan” and collectively as the “Company Pension Plans”), all “employee welfare benefit plans” (as defined in Section 3(1) of ERISA, whether written or unwritten) (sometimes referred to individually as a “Company Welfare Plan” and collectively as the “Company Welfare Plans”), and whether each material vacation or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plansseverance, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect to which the Company or any of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severancetermination, retention, change in control, transaction bonus employment, incentive compensation, performance, profit sharing, stock-based, stock-related, stock option, fringe benefit, perquisite, stock purchase, stock ownership, phantom stock and deferred compensation plan, arrangement, agreement and understanding and other compensation, benefit and fringe benefit plans, arrangements, agreements and understandings (whether or not legally binding), sponsored, maintained, contributed to or required to be sponsored, maintained or contributed to, by the Company or any other Person that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or any other applicable Law (each, a “Commonly Controlled Entity”), in each case, providing benefits to any Company Participant, but not including the Company Benefit Agreements (all such plans, arrangements, agreements and understandings, including any such plan, arrangement, agreement or understanding entered into or adopted on or after the date of this Agreement, collectively, “Company Benefit Plans”). Section 4.14(a)(ii) of the Company Disclosure Letter sets forth a list of (i) each employment, deferred compensation, change in control, severance, termination, employee benefit, loan or indemnification agreement between the Company and any Company Participant and (ii) each contract between the Company and any Company Participant (all such contracts under the foregoing clauses (i) and (ii), including any contract which is entered into on or after the date of this Agreement, collectively, “Company Benefit Agreements”). (b) The Company has made available to Parent true and complete copies of (i) each Company Benefit Plan and each Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plan or Company Benefit Agreement, a written summary of the material provisions of such plan or agreement) in effect on the date hereof, (ii) the most recent report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan in effect on the date hereof, to the extent any such report was required by applicable Law, (iii) the most recent summary plan description for each Company Benefit Plan for which such a summary plan description is required by applicable Law and (iv) each currently effective trust agreement or other funding vehicle relating to any Company Benefit Plan. Neither the Company nor any Commonly Controlled Entity has sponsored, maintained, contributed to or been obligated to sponsor, maintain or contribute to, or has any actual or contingent liability under, any benefit plan that is subject to Title IV of ERISA or Section 412 of the Code or is otherwise a defined benefit pension plan or is a plan described in Section 3(40) of ERISA or Section 413 of the Code. With respect to any Company Welfare Plan or any Company Benefit Agreement that is an employee welfare benefit plan, (A) no such Company Welfare Plan or Company Benefit Agreement is funded through a “welfare benefits fund” (as such term is defined in Section 419(e) of the Code), (B) each such Company Welfare Plan and Company Benefit Agreement that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code) materially complies with the applicable requirements of Section 4980B(f) of the Code and any applicable similar state or local Law and (C) to the knowledge of the Company, each such Company Welfare Plan and Company Benefit Agreement (including any such plan or agreement covering retirees or other former employees) may be amended or terminated without material liability to the Company on or at any time after the Effective Time. No Company Welfare Plan or Company Benefit Agreement that is an employee welfare benefit plan as defined under ERISA Section 3(1) provides benefits to, or on behalf of, any former employee after the termination of employment except (1) where the full cost of such benefit is borne entirely by the former employee (or his eligible dependents or beneficiaries) or (2) where the benefit is required by Section 4980B of the Code. (c) To the knowledge of the Company, (i) each Company Benefit Plan and Company Benefit Agreement has been administered in all material respects in accordance with its terms and with all applicable Laws, including ERISA and the Code; (ii) all material contributions, including participant contributions, and benefit payments required under each Company Benefit Plan and Company Benefit Agreement have been made in full on a timely and proper basis pursuant to the terms of such plan or agreement and applicable Law; (iii) no Company Participant has received any payment or benefit from the Company that would be nondeductible pursuant to Section 162(m) of the Code or any other applicable Law; (iv) each Company Pension Plan that is intended to comply with the provisions of Section 401(a) of the Code has been the subject of a determination letter from the Internal Revenue Service or an application therefor with respect to all material and applicable Tax law changes to the effect that such Company Pension Plan currently is qualified and exempt from income Taxes under Section 401(a) of the Code and the trust relating to such plan is exempt from income Taxes under Section 501(a) of the Code, and, to the knowledge of the Company, no such determination letter has been revoked and, to the knowledge of the Company, revocation has not been threatened, and, to the knowledge of the Company, no event has occurred since the date of the most recent determination letter or application therefor relating to any such Company Pension Plan that is reasonably expected to affect the qualification of such Company Pension Plan adversely or materially increase the costs relating thereto or require security under Section 307 of ERISA; (v) the Company has made available to Parent a copy of the most recent determination letter received with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter and a complete and accurate list of all amendments to any Company Pension Plan in effect as of the date hereof as to which a favorable determination letter has not yet been received; (vi) there are no understandings, agreements or undertakings, written or oral, with any Person (other than pursuant to the express terms of the applicable Company Benefit Plan or Company Benefit Agreement) that are (pursuant to any such understandings, agreements or undertakings) reasonably expected to result in any material liabilities if such Company Benefit Plan or Company Benefit Agreement were amended or terminated upon or at any time after the Effective Time or that would prevent any unilateral action by the Company (or, after the Effective Time, Parent) to effect such amendment or termination; (vii) only officers, directors and employees of the Company are eligible for compensation or benefits under the terms of each Company Benefit Plan and Company Benefit Agreements, and, to the knowledge of the Company, each individual who is classified by the Company as an “employee” or as an “independent contractor” is properly so classified; (viii) except as set forth in Section 4.14(b) of the Company Disclosure Letter, notwithstanding any oral or written representation to the contrary, no Company Participant is entitled to any gross-up, make-whole or other additional payment from the Company in respect of any Tax (including federal, state, local or foreign income, excise or other Taxes (including Taxes imposed under Section 409A of the Code)) or interest or penalty related thereto; and (ix) there are no pending or threatened material claims involving any Company Benefit Plan or Company Benefit Agreement (other than routine claims for benefits). (d) To the knowledge of the Company, each Company Benefit Plan and each Company Benefit Agreement for the benefit of any employee, officer or director of the Company that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code (a “Nonqualified Deferred Compensation Plan”) subject to Section 409A of the Code has been operated in material compliance with Section 409A of the Code since January 1, 2005, based upon a good faith, reasonable interpretation of (i) Section 409A of the Code and (ii)(A) the Final Regulations issued thereunder or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty Internal Revenue Service Notice 2005-1 (30clauses (i) days or such longer period as is required under local Law, and (ii) plans or arrangements ), together, the “409A Authorities”), and the Company has used its reasonable best efforts to amend each Nonqualified Deferred Compensation Plan to the extent required to be provided to a Service Provider pursuant to applicable Law without discretion as to comply with the level of benefits409A Authorities.

Employee Benefit Plans. (a) Section 3.11(a3.16(a) of the Company Rowan Disclosure Schedule sets forth a true correct and complete list of each material Company Rowan Benefit Plan. For purposes of this Agreement, “Company Rowan Benefit Plan” shall mean each means any (i) “employee pension benefit plan” (as defined in Section 3(33(2) of ERISA), whether written or unwritten, and whether or not subject to ERISA and (ii) each other employment “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) or employee benefit (iii) plan, program, practice, policy, arrangement, or agreement, whether written policy or unwritten, including any arrangement providing for compensation, employment, consultingbenefits, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirementretirement benefits, profit-sharing, deferred compensation, stock option, phantom stock, stock appreciation, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, long service award, vacation, holiday pay or other paid time offbonus, bonus or other incentive planscommissions, incentive, medical, retiree medical, vision, dental or other health plans, life insurance plans, and each other employee benefit plans plan or fringe benefit plans plan or other similar compensation post-employment or retirement benefit, including any “employee benefit plan, program ” as that term is defined in Section 3(3) of ERISA (whether or arrangementnot subject to ERISA), in each case, case (x) that is sponsored, maintainedmaintained or administered by Rowan or any Subsidiary, administered, contributed to, participated in (y) to which Rowan or entered into by the Company any Subsidiary contributes or its Subsidiaries is obligated to contribute for the current or future benefit of any current or former directoremployees, officerdirectors, employee consultants or independent contractor contractors or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (yz) with respect to which the Company Rowan or any of its Subsidiaries has or could reasonably be expected to have any liability obligation or (z) to which the Company liability, contingent or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsotherwise.

Employee Benefit Plans. (a) Section 3.11(a) 3.11.1 Section 3.11.1 of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and any other plan, whether written or unwritten, and whether or not subject to ERISA and (ii) each other employment or employee benefit planpolicy, program, practice, policy, arrangement, or agreement, understanding or arrangement (whether written or unwrittenor, including any compensationsince the date that the Receiver was appointed by the Court, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay oral) providing compensation or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of benefits to any current or former director, officer, employee or independent contractor consultant (or consultant to any dependent or beneficiary thereof of the Company or its Subsidiaries who is a natural person any ERISA Affiliate (each, a “Service Provider”as defined below)), (y) with respect 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 incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements (each a “Company Benefit Plan”). For purposes of this Section 3.11, “ERISA Affiliate” shall mean any entity (whether or not incorporated) other than the Company that, together with the Company, is considered under common control and treated as one employer under Section 414(b), (c), (m) or (o) of the Code. None of the Company or, to the knowledge of the Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. With respect to each Company Benefit Plan, the Company has delivered to Parent true, correct and complete copies of (A) each Company Benefit Plan (or, if not written a written summary of its Subsidiaries 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 modifications, (C) the three most recent annual reports (Form 5500 series) filed with the IRS with respect to such Company Benefit Plan (and, if any such annual report is a Form 5500R, the Forms 5500C filed with respect to such Company Benefit Plan), (D) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, (E) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Company Benefit Plan and any pending request for such a determination letter, (F) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Company Benefit Plan, (G) all filings 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. Section 3.11.2 Each Company Benefit Plan has been administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and contributions required to be made under the terms of any liability of the Company Benefit Plans as of the date of this Agreement have been timely made or, if not yet due, have been properly reflected on the most recent consolidated balance sheet filed or (z) incorporated by reference in the Company SEC Filings prior to the date of this Agreement. With respect to the Company Benefit Plans, no event has occurred and, to the knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company could be subject to any material liability (other than for routine benefit liabilities) under the terms of, or with respect to, such Company Benefit Plans, ERISA, the Code or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth other applicable Law. Section 3.11.3 Except as disclosed on Section 3.11(a) 3.11.3 of the Company Disclosure Schedule: (A) each Company Benefit Plan which is intended to qualify under Section 401(a) of the Code has either received a favorable determination letter from the IRS as to its qualified status or the remedial amendment period for such Company Benefit Plan has not yet expired, and each trust established in connection with any Company Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and to the Company’s knowledge no fact or event has occurred that could adversely affect the qualified status of any such Company Benefit Plan or the exempt status of any such trust, (B) to the Company’s knowledge there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code, other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Company Benefit Plan that could result in liability to the Company or an ERISA Affiliate, (C) each Company Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability (other than (i) liability for ordinary administrative expenses typically incurred in a termination event or (ii) if the Company Benefit Plan is a pension benefit plan subject to Part 2 of Subtitle B of Title I of ERISA, liability for the accrued benefits as of the date of such termination (if and to the extent required by ERISA) to the extent that either there are sufficient assets set aside in a trust or insurance contract to satisfy such liability or such liability is 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), (D) no suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of the Company is threatened, against or with respect to any employment contracts such Company Benefit Plan, including any audit or consultancy agreements for employees inquiry by the IRS or consultants who United States Department of Labor (other than routine benefits claims), (E) no Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (“Multiemployer Plan”) or other pension plan subject to Title IV of ERISA and neither the Company nor any ERISA Affiliate has sponsored or contributed to or been required to contribute to a Multiemployer Plan or other pension plan subject to Title IV of ERISA, (F) no material liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder, (G) none of the assets of the Company or any ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code, (H) neither the Company nor any ERISA Affiliate has any liability under ERISA Section 502, (I) all tax, annual reporting and other governmental filings required by ERISA and the Code have been timely filed with the appropriate Governmental Entity and all notices and disclosures have been timely provided to participants, (J) all contributions and payments to such Company Benefit Plan are natural persons deductible under Code Sections 162 or 404, (K) no amount is subject to Tax as unrelated business taxable income under Section 511 of the Code, (L) no excise tax could be imposed upon the Company under Chapter 43 of the Code, and (M) each Company Benefit Plan which is intended to qualify under Section 401(a) of the Code has been timely amended in accordance with the legislation commonly referred to as “GUST” and “EGTRRA.” Section 3.11.4 With respect to each Company Benefit Plan required to be set forth in Section 3.11.1 of the Company Disclosure Schedule that is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code (other than a Multiemployer Plan), (A) do not provide no “reportable event” (within the meaning of Section 4043 of ERISA, other than an event for severancewhich the reporting requirements have been waived by regulations) has occurred or is expected to occur, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously there was not an “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Benefit Plan, (C) there is no “unfunded benefit liability” (within the meaning of Section 4001(a)(18) of ERISA, but excluding from the definition of “current value” of “assets” accrued but unpaid contributions), (D) the Company and each ERISA Affiliate has made available to Parent where when due any “required installments” within the severance period or required notice meaning of termination provided is not in excess Section 412(m) of thirty the Code and Section 302(e) of ERISA, whichever may apply, (30E) days or such longer period as neither the Company nor any ERISA Affiliate is required to provide security under local LawSection 401(a)(29) of the Code, (F) all premiums (and interest charges and penalties for late payment, if applicable) have been paid when due to the Pension Benefit Guaranty Corporation (“PBGC”), (G) no filing has been made by the Company or any ERISA Affiliate with the PBGC and no proceeding has been commenced by the PBGC to terminate any Company Benefit Plan and no condition exists which could constitute grounds for the termination of any such Company Benefit Plan by the PBGC. Section 3.11.5 Except as disclosed on Section 3.11.5 of the Company Disclosure Schedule, with respect to each Company Benefit Plan that is a Multiemployer Plan, (A) neither the Company nor any ERISA Affiliate has incurred any withdrawal liability under Section 4201 of ERISA nor does the Company or any ERISA Affiliate expect to withdraw in a “complete withdrawal” or “partial withdrawal” within the meaning of Sections 4203 and 4205 of ERISA, (B) all contributions required to be made to any such Company Benefit Plan have been timely made, and (iiC) plans to the best knowledge of the Company, no such Multiemployer Plan has been terminated or arrangements required has been in or is about to be provided to a Service Provider pursuant to applicable Law without discretion in reorganization under ERISA so as to result directly or indirectly in any increase in contributions under Section 4243 of ERISA or in liability contingent or otherwise to the level Company or any ERISA Affiliate. Section 3.11.6 Except as set forth on Section 3.11.6 of the Company Disclosure Schedule, no amount that could be received (whether in cash or property or the vesting of property) as a result of the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement by any employee, officer or director of the Company or any Company Subsidiary who is a “disqualified individual” (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any Company Benefit Plan could be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). Set forth in Section 3.11.6 of the Company Disclosure Schedule is (A) the estimated maximum amount that could be paid to any disqualified individual as a result of the transactions contemplated by this Agreement under all employment, severance and termination agreements, other compensation arrangements and Company Benefit Plans currently in effect, and (B) the “base amount” (as defined in Section 280G(b)(e) of the Code) for each such individual as of the date of this Agreement. Section 3.11.7 Except as required by Law, no Company Benefit Plan provides any of the following retiree or post-employment benefits to any person: medical, disability or life insurance benefits. No Company Benefit Plan is a voluntary employee benefit association under Section 501(a)(9) of the Code. The Company and each ERISA Affiliate are in material compliance with (A) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and the regulations (including proposed regulations) thereunder and any similar state law and (B) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder. Section 3.11.8 Neither the Company nor any Company Subsidiary maintains, sponsors, contributes or has any liability with respect to any employee benefit plan program or arrangement that provides benefits to non-resident aliens with no U.S. source income outside of the United States.

Employee Benefit Plans. (a) Section 3.11(aSchedule 2.12(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each Letter lists (i) all “employee benefit planplans” as defined in Section 3(3) of ERISAwhich are maintained or contributed to by the Company or the US Subsidiary for its employees, whether written or unwritten, and whether or not subject to ERISA and (ii) each loan to a current employee of the Company or the US Subsidiary, (iii) other employment or employee benefit planthan the Company Equity Plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, all stock option, equity or equity-based compensation, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee stock ownershiprelocation, vacationcafeteria benefit (Section 125 of the Code), holiday pay dependent care (Section 129 of the Code), life insurance or other paid time offaccident insurance plans, bonus programs or other arrangements, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, medicalprograms or arrangements, retiree medical, vision, dental or (v) all other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit planplans, program programs or arrangementarrangements, in each caseand (vi) all employment or executive compensation or severance agreements, (x) that is sponsoredwritten or otherwise, maintainedas to which any unsatisfied obligations of the Company remain for the benefit of, administered, contributed or relating to, participated any present or former employee, consultant or non-employee director of the Company (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). (b) The Company has furnished to Buyer a true, correct and complete copy of each of the Company Employee Plans and related plan documents. The Company does not sponsor or entered into maintain any self-funded Company Employee Plan, including, without limitation, any plan to which a stop-loss policy applies. (c) Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without Liability to Buyer (other than ordinary administrative expenses typically incurred in a termination event). No suit, administrative proceeding, action, litigation or claim has been brought, or to the Knowledge of the Company threatened, against or with respect to any such Company Employee Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor or their Israeli counterparts. (d) Each type of compensation and benefit plan maintained or contributed to by the Company or its Subsidiaries for the current US Subsidiary under the law or future benefit of any current applicable custom or former director, officer, employee or independent contractor or consultant rule of the Company or its Subsidiaries who is a natural person relevant jurisdiction outside of the United States as of the Agreement Date (eacheach such plan, a “Service ProviderForeign Plan”), (y) with respect to which the Company or any of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(alisted in Schedule 2.12(d) of the Company Disclosure Schedule: Letter. As regards each Foreign Plan, except as set forth on Schedule 2.12(d) of the Company Disclosure Letter, (i) such Foreign Plan is in compliance with the provisions of the Legal Requirements of each jurisdiction in which such Foreign Plan is maintained, to the extent those Legal Requirements are applicable to such Foreign Plan (and, specifically, with respect to Section 102 of the Israeli Tax Code and the regulations promulgated thereunder in all respects the Company has complied with the applicable requirements of Section 102 of the Israeli Tax Code and the regulations promulgated thereunder and any employment contracts publications issued by the ITA (including the guidance published by the ITA on July 24, 2012 and clarification dated November 6, 2012) in all respects including the timely deposit and notification to the Section 102 Trustee and the ITA of Company 102 Options and Company 102 Shares), filing of the necessary documents with the ITA, the grant of Company 102 Options only following the lapse of the required 30 day period from the filing of the Company Equity Plan with the ITA, the receipt of the required written consents from the holders of Company 102 Options, the appointment of an authorized trustee to hold the Company 102 Options and Company 102 Shares, and in respect of the Company Equity Plan, the receipt of a favorable determination or consultancy agreements approval letter from the ITA or that the Company Equity Plan is otherwise approved by, or deemed approved by passage of time without objection by, the ITA, (ii) all contributions and material payments to such Foreign Plan which may have been required to be made in accordance with the terms of such Foreign Plan, and, when applicable, the Legal Requirements of the jurisdiction in which such Foreign Plan is maintained, have been timely made or shall be made by the Closing Date (other than routine payments to be made in the ordinary course of business, consistent with past practice), and all such contributions to such Foreign Plan, and all payments under such Foreign Plan, for employees or consultants who any period ending before the Closing Date that are natural persons that not yet, but will be, required to be made, are reflected as an accrued liability on the Financial Statements, (Aiii) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are such Foreign Plan has been administered in all material respects consistent at all times in accordance with its terms and applicable Legal Requirements, (iv) to the Knowledge of the Company, there are no pending investigations by any Governmental Entity involving such Foreign Plan, and no pending claims, and neither the Company nor any Company Subsidiary has received any written notice from any Governmental Entity with respect to any claim, suit or a standard form previously made available written notice regarding proceeding against such Foreign Plan or asserting any rights or claims to Parent where benefits under such Foreign Plan, except for any proceeding or demands for benefits payable in the severance period or required notice normal operation of termination provided such Foreign Plan, (v) the consummation of the transactions contemplated by this Agreement is not expected to create or otherwise result in excess of thirty (30) days or any Liability with respect to such longer period as is required under local LawForeign Plan, and (vi) except as required by applicable Legal Requirements, no condition exists that would prevent the Company or the US Subsidiary from terminating or amending any Foreign Plan at any time for any reason in accordance with the terms of each such Foreign Plan without the payment of any fees, costs or expenses (other than the payment of benefits accrued on the Financial Statements and any normal and reasonable expenses typically incurred in a termination event). No Foreign Plan has unfunded material Liabilities that will not be offset by insurance or that are not fully accrued on the financial statements of the Company. (e) All Company Options currently outstanding which were granted by the Company to its Israeli officers, directors and employees were granted under the Company Equity Plan, which was filed for approval with the ITA under the capital gains route of Section 102 of the Israel Tax Code for the purpose of granting options under the capital gains route under Section 102 of the Israeli Tax Code and are subject to tax under the capital gains route under Section 102 of the Israeli Tax Code. (f) Except as required under applicable Legal Requirements, neither the execution or delivery of this Agreement or the other Transaction Documents nor the consummation of the transactions contemplated hereby or thereby or any termination of employment or service or any other event in connection therewith or subsequent thereto will, individually or together or with the occurrence of a subsequent event, (whether contingent or otherwise), (i) result in any material payment or benefit (including severance, unemployment compensation, golden parachute, bonus or otherwise but excluding any termination payments in accordance with Legal Requirements becoming due or payable, or required to be provided, to any current or former employee, director, independent contractor or consultant, (ii) plans materially increase the amount or arrangements value of any benefit or compensation otherwise payable or required to be provided to any current or former employee, director, independent contractor or consultant, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, (iv) increase the amount of compensation due to any Person, or (v) result in the forgiveness in whole or in part of any outstanding loans made by the Company or a Service Provider pursuant Subsidiary to applicable Law without discretion as to any Person. No amount paid or payable by the level Company or a Subsidiary in connection with the transactions contemplated by this Agreement or the other Transaction Documents, whether alone or in combination with another event, will be an “excess parachute payment” within the meaning of benefits.Code Section 280G or Code Section 4999 or will not be deductible by the Company by reason of Code Section 280G.

Employee Benefit Plans. (aA) Section 3.11(a) of the Company Disclosure Set forth on Confidential Schedule sets forth 3.28 is a true complete and complete correct list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether written or unwritten, and whether or not subject to ERISA ERISA, all specified fringe benefit plans as defined in Code § 6039D, and (ii) each all other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retentionincentive, pension, retirement, profit-sharingcompensation, deferred compensation, profit sharing, stock option, equity or equity-based compensationstock appreciation right, stock bonus, stock purchase, employee stock ownership, savings, severance, employment, termination, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, disability, group insurance, vacation, holiday pay holiday, sick leave, fringe benefit or welfare plan, or any other similar plan, agreement, policy or understanding (whether written or oral, qualified or nonqualified), and any trust, escrow or other paid time offagreement related thereto, bonus which (i) is currently maintained or other incentive planscontributed to by GBNK or any GBNK Subsidiary, medicalor with respect to which GBNK or any GBNK Subsidiary has any liability, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, and (xii) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of provides benefits to any current or former director, officer, employee or independent contractor other service provider of GBNK or consultant any GBNK Subsidiary, or the dependents of any thereof, regardless of whether funded or unfunded (herein collectively the “Employee Plans” and each individually an “Employee Plan”). (B) GBNK has delivered or made available to IBG true, accurate and complete copies of the Company documents comprising each Employee Plan and any related trust agreements, annuity contracts, insurance policies or its Subsidiaries who is a natural person any other funding instruments (each, a “Service ProviderFunding Arrangements”), any contracts with independent contractors (yincluding actuaries and investment managers) that relate to any Employee Plan, the Form 5500 filed with the IRS in each of the two (2) most recent plan years with respect to each Employee Plan, and related schedules and opinions, and such other documents, records or other materials related thereto, as reasonably requested by IBG. (C) No Employee Plan is subject to Section 302 or Title IV or Section 412 or 4971 of the Code. Neither GBNK, its Subsidiaries nor any of their respective ERISA Affiliates (as defined below) 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 plan subject to Section 302 or Title IV of ERISA, any “multiemployer plan” within the Company meaning of Section 4001(a)(3) 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. No liability under Section 302 or Title IV of ERISA has been incurred by GBNK, its Subsidiaries or their respective ERISA Affiliates or their respective predecessors that has not been satisfied in full, and no condition exists that presents a risk to GBNK, its Subsidiaries or any such ERISA Affiliates of its Subsidiaries has incurring any liability such liability. There have been no prohibited transactions (described under ERISA § 406 or Code § 4975(c)), breaches of fiduciary duty or any other breaches or violations of any Law applicable to the Employee Plans and related Funding Arrangements that would reasonably be expected to subject IBG, Independent Bank, GBNK or any GBNK Subsidiary to any material taxes, penalties or other liabilities. For purposes of this Agreement, “ERISA Affiliate” shall mean, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (z) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(ao) of the Company Disclosure Schedule: (iCode or Section 4001(b)(1) any employment contracts of ERISA that includes or consultancy agreements for employees included the first entity, trade or consultants who are natural persons business, or that (A) do not provide for severanceis, retentionor was at the relevant time, change in controla member of the same “controlled group” as the first entity, transaction bonus trade or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider business pursuant to applicable Law without discretion as to the level Section 4001(a)(14) of benefitsERISA.

Employee Benefit Plans. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in Section 3(3) of ERISA, whether written or unwritten, and whether or not subject to ERISA and ERISA, (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, individual consulting, end of service or severance, termination protection, change in control, transaction bonus, retentionretention or similar plan, agreement, arrangement, program or policy; or (iii) other benefit or compensation plan, Contract, policy or arrangement (including any collective bargaining agreement) providing for pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, welfare, cafeteria, disability, accident, flex spending, medical, retiree medical, vision, dental or other health plans, life insurance plans, tuition, employee assistance and other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangementplans, in each case, (x) whether formal or informal, whether funded or unfunded and whether written or unwritten, that is sponsored, maintained, administered, contributed to, participated in required to be contributed to, or entered into by the Company or its Subsidiaries, or with respect to which the Company or any of its Subsidiaries may have any liability (actual, contingent or otherwise), including on account of an ERISA Affiliate, for the current or future benefit of any current or former director, officer, employee or individual independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”) or any spouse, beneficiary or other dependent of a Service Provider (each of such plans, agreements, arrangements, programs or policies described in the foregoing clauses (i) – (iii), (y) with respect to which the a “Company or any of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a partyBenefit Plan”); provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or severance benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) 90 days or such longer period as is required under local Law, and (ii) plans or arrangements sponsored or maintained by a Governmental Entity or required to be provided to a Service Provider pursuant to applicable Law without discretion Law. (b) With respect to each Company Benefit Plan listed on Section 3.11(a) of the Company Disclosure Schedule, the Company has made available to Parent a current copy thereof and, to the extent applicable: (i) a true and complete copy of the plan document (or, to the extent no such copy exists, a written description of the material terms, if such a written description exists and is provided to employees of the Company in the ordinary course of business), any amendments thereto, and any related trust or similar financing agreement; (ii) the most recent IRS determination, opinion or advisory letter; (iii) the most recent summary plan description and any summaries of material modifications; (iv) for the three most recent plan years, the Form 5500 and attached schedules and financial statements with auditor’s reports, if required; (v) all material notices, records and filings regarding Internal Revenue Service, Department of Labor or other Governmental Entity audits or investigations within the past three years; and (vi) all other material, non-routine, written communications with the Internal Revenue Service, Department of Labor or other Governmental Entity relating to any Company Benefit Plan within the past three years. (c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Company Benefit Plan has been established, maintained, funded, and administered in all respects in accordance with its terms and all applicable Laws, including ERISA, the Code and other applicable Laws; (ii) each Company Benefit Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualified status and, to the level Company’s Knowledge, no fact or event has occurred that could reasonably be expected to cause the loss of the Tax qualified status of any such Company Benefit Plan. Each trust established in connection with a Company Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and no fact or event has occurred that could reasonably be expected to cause the loss of the Tax exempt status of any such trust; (iii) to the Company’s Knowledge, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Benefit Plan; (iv) no Proceeding has been brought, or to the Knowledge of the Company is threatened, against or with respect to any such Company Benefit Plan, including any audit or inquiry by the IRS or United States Department of Labor (other than routine benefits claims); (v) neither the Company nor any of its Subsidiaries has made any filing in respect of any Company Benefit Plan under the Employee Plans Compliance Resolution System, the Department of Labor Delinquent Filer Program or any other voluntary correction program; and (vi) all payments, benefits, contributions and premiums payable by the Company or any of its Subsidiaries related to each Company Benefit Plan have been timely paid or made in full or, to the extent not yet due, properly accrued on the Company’s latest financial statements in accordance with the terms of the Company Benefit Plan and all applicable Laws and accounting standards. (d) Neither the Company nor any ERISA Affiliate has within the previous six years maintained, contributed to, or been required to contribute to or had any liability (whether actual, direct or otherwise) or obligation with respect to: (i) any Multiemployer Plan; (ii) any employee benefit plan that is or was subject to Title IV of ERISA, Section 302 of ERISA, or Section 412 of the Code; (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code; (iv) any “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code); or (v) any “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA). Neither the Company nor any of its ERISA Affiliates has any liability under Title IV of ERISA. (e) No Company Benefit Plan provides, and neither the Company nor any of its Subsidiaries has any liability or obligation to provide, post-employment, medical, disability or life insurance benefits to any former employee or their dependents, other than (i) as required by applicable Law, (ii) the full cost of which is borne by the employee or former employee (or any beneficiary of the employee or former employee) (iii) coverage through the end of the calendar month in which a termination of employment occurs or (iv) under a Company Benefit Plan in effect as of the date hereof or established after the date hereof in compliance with this Agreement requiring the Company to pay or subsidize COBRA or welfare plan premiums for a terminated employee or the employee’s beneficiaries following such employee’s termination. (f) The Company, each ERISA Affiliate, and each Company Benefit Plan is in compliance in all material respects, and has complied in all material respects, with the requirements of Section 4980 of the Code and the Patient Protection and Affordable Care Act of 2010, as amended, and is not subject to an assessable payment under Section 4980B of the Code or 4980H of the Code. (g) Each Company Benefit Plan that constitutes in any part a “nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1)) has been operated and maintained in operational and documentary compliance with Code Section 409A and applicable guidance thereunder in all material respects. Neither the Company nor any of its Subsidiaries is party to, or otherwise obligated under, any contract, agreement, plan or arrangement that provides for the gross-up of Taxes imposed by Section 409A(a)(1)(B) or Section 4999 of the Code. (h) Except as set forth on Section 3.11(a) of the Company Disclosure Schedule, neither the execution and delivery nor the consummation of the Transactions will (alone or in conjunction with any other event) result in (i) any payment becoming due to any current or former Service Provider, or (ii) the acceleration of payment, vesting or funding of or increase of any payments or benefits under any Company Benefit Plan or to any current or former Service Provider. (i) No Company Benefit Plan is a voluntary employee benefit association under Section 501(a)(9) of the Code. Except as set forth on Section 3.11(a) of the Company Disclosure Schedule, none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has at any time maintained, established, sponsored, participated in or contributed to, and no Company Benefit Plan is, a self-insured plan that provides medical, dental or any other similar employee benefits to employees (including any such plan pursuant to which a stop-loss policy or Contract applies).

Employee Benefit Plans. (a) Section 3.11(a2.16(a) of the Company Disclosure Schedule sets forth lists, with respect to the Company and the Company Subsidiaries and any trade or business (whether or not incorporated) that is treated as a true single employer with the Company and complete list the Company Subsidiaries within the meaning of each material Company Benefit Plan. Section 414(b), (c), (m) or (o) of the Code (an “Company Benefit Plan” shall mean each ERISA Affiliate”), (i) “all employee benefit plan” plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether written or unwritten, and whether or not subject to ERISA and (ii) each loans to managers, officers and directors other employment or employee benefit planthan advances for expense reimbursements incurred in the ordinary course of business and any securities option, programsecurities stock purchase, practicephantom securities, policysecurities appreciation right, arrangementequity-related, or agreementsupplemental retirement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protectionsabbatical, change in controlmedical, transaction dental, vision care, disability, employee relocation, cafeteria benefit (Code Section 125) or dependent care (Code Section 129), life insurance or accident insurance plans, programs, agreements or arrangements, (iii) all bonus, retention, pension, retirement, profit-profit sharing, savings, deferred compensation, stock option, equity compensation or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medicalprograms, retiree medicalpolicies, visionagreements or arrangements, dental or (iv) other health plansfringe, life insurance plansperquisite, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit planplans, program programs, policies, agreements or arrangementarrangements and (v) any current or former employment, in each caseconsulting, change of control, retention or executive compensation, termination or severance plans, programs, policies, agreements or arrangements, written or otherwise, as to which unsatisfied liabilities or obligations (xcontingent or otherwise) that is sponsoredremain for the benefit of, maintained, administered, contributed or relating to, participated any present or former employee, consultant, manager or director, or which could reasonably be expected to have any liabilities or obligations (together, the “Benefit Plans”). (b) Any Company Benefit Plan intended to be qualified under Section 401(a) of the Code has either obtained from the Internal Revenue Service (“IRS”) a current favorable determination letter as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986, or has applied 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 entered into has been established under a standardized prototype plan for which an IRS opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer. (c) There has been no “prohibited transaction,” as such term is defined in Section 406 of ERISA and Section 4975 of the Code, by the Company or, to the knowledge of the Company, by any trusts created thereunder, any trustee or administrator thereof or any other Person, with respect to any Company Benefit Plan. Each Company Benefit Plan has been administered in accordance with its terms and in material compliance with the requirements prescribed by any and all applicable Laws (including ERISA and the Code), and the Company and each ERISA Affiliate have performed in all material respects all obligations required to be performed by them under, are not in any respect in default under or violation of, and have no knowledge of any default or violation by any other party to, any of the Company Benefit Plans. All contributions and premiums required to be made by the Company or its Subsidiaries for any ERISA Affiliate to any Company Benefit Plan have been made on or before their due dates, including any legally permitted extensions. No Action has been brought, or to the current knowledge of the Company is threatened, against or future benefit with respect to any such Company Benefit Plan, including any audit or inquiry by the IRS, United States Department of Labor (the “DOL”) or other Governmental Authority (other than as would not result in a Company Material Adverse Effect). To the knowledge of the Company, each Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code and any awards thereunder, in each case that is subject to Section 409A of the Code, has been operated in good faith compliance, in all material respects, with Section 409A of the Code since January 1, 2005. (d) Except as otherwise provided in this Agreement, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with any other event or events, (i) entitle any current or former directoremployee, officermanager, employee or independent contractor director or consultant of the Company or its any of the Company Subsidiaries who is a natural person to any payment (eachwhether of severance pay, a “Service Provider”unemployment compensation, golden parachute, bonus or otherwise), (yii) accelerate, forgive indebtedness, vest, distribute, or increase benefits or obligation to fund benefits with respect to any employee or director of the Company or any of the Company Subsidiaries, or (iii) accelerate the time of payment or vesting of Company Options, or increase the amount of compensation due any such employee, director or consultant. (e) No amounts payable under any of the Company Benefit Plans or any other contract, agreement or arrangement with respect to which the Company or any of its the Company Subsidiaries has may have any liability will not be deductible for federal income Tax purposes by virtue of Section 162(m) or Section 280G of the Code. None of the Company Benefit Plans contains any provision requiring a gross-up pursuant to Section 280G or 409A of the Code or similar Tax provisions. (zf) to which No Company Benefit Plan maintained by the Company or any of its the Company Subsidiaries provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees of the Company or any of the Company Subsidiaries after retirement or other termination of service (other than (i) coverage mandated by applicable Laws, (ii) death benefits or retirement benefits under any “employee pension benefit plan,” as that term is a party; provideddefined in Section 3(2) of ERISA, for or (iii) benefits, the avoidance full direct cost of doubtwhich is borne by the current or former employee (or beneficiary thereof)). (g) Neither the Company nor any ERISA Affiliate has any liability with respect to any (i) employee pension benefit plan (within the meaning of Section 3(2) of ERISA) which is subject to Part 3 of Subtitle B of Title I of ERISA, that Title IV of ERISA or Section 412 of the following need not be set forth on Code , (ii) “multiemployer plan” as defined in Section 3.11(a3(37) of ERISA or (iii) “multiple employer plan” within the meaning of Sections 4063 and 4064 of ERISA or Section 413(c) of the Code. (h) Neither the Company Disclosure Schedule: nor any of its ERISA Affiliates has (i) used the services or workers provided by third party contract labor suppliers, temporary employees, “leased employees” (as that term is defined in Section 414(n) of the Code), or individuals who have provided services as independent contractors to an extent that would reasonably be expected to result in the disqualification of any employment contracts of the Company Benefit Plans or consultancy agreements for employees the imposition of penalties or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent excise taxes with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as respect to the level of benefitsCompany Benefit Plans by the IRS or the DOL.

Employee Benefit Plans. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in Section 3(3) of ERISA, whether written or unwritten, and whether or not subject to ERISA and (ii) each other employment Each compensation or employee benefit plan, program, practice, policy, agreement or other arrangement, whether or agreementnot subject to the Employee Retirement Income Security Act of 1974, whether written or unwrittenas amended (“ERISA”), including any compensationeach “employee benefit plan” (within the meaning of Section 3(3) of ERISA), employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profitcash- or equity-sharingbased incentive, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive planshealth, medical, retiree medicaldental, visiondisability, dental accident, life insurance, severance, change of control, retention, employment, separation, retirement, pension, savings, or other health plansbenefit or compensation plan, life insurance plansprogram, other employee benefit plans policy, agreement or fringe benefit plans or other similar arrangement providing compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of benefits to any current or former directoremployee, officer, employee or independent contractor director, or consultant of the Company or its Subsidiaries who any Subsidiary of the Company, or any beneficiary or dependent thereof, that is a natural person maintained, sponsored or contributed to (eachor with respect to which any obligation to contribute has been undertaken) by the Company or any Subsidiary of the Company, a “Service Provider”), (y) or with respect to which the Company or any Subsidiary of the Company has any current or potential Liability (collectively, the “Company Benefit Plans”) has been funded, established, maintained and administered in material compliance with its terms, the terms of any applicable collective bargaining agreement and with applicable Law (including ERISA and the Code). True and complete copies of each of the material Company Benefit Plans have been made available to Parent prior to the date hereof and, to the extent no such copy exists, an accurate written description thereof. Section 4.15(a) of the Company Disclosure Letter contains a complete and accurate list of all material Company Benefit Plans. Any Company Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service, and to the knowledge of the Company, there are no existing circumstances or any events that have occurred that could reasonably be expected to adversely affect the qualified status of any such plan. (b) With respect to each Company Benefit Plan and each “employee benefit pension plan” within the meaning of Section 3(2) of ERISA sponsored, maintained or contributed to, or required to be contributed to by the Company or any current or former member of its Subsidiaries “controlled group” (within the meaning of Section 414 of the Code or Section 4001 of ERISA) (each, an “ERISA Affiliate”), in each case that is a “single-employer plan” within the meaning of Section 3(41) of ERISA that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (i) the minimum funding standards (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) are satisfied, whether or not waived, and no application for a waiver of the minimum funding standard has any liability been submitted to the Internal Revenue Service; (ii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred within the one year period prior to the date hereof; (iii) no Liability (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or (z) is reasonably expected to which be incurred by the Company or any of its Subsidiaries is ERISA Affiliates, and all premiums to the PBGC have been timely paid in full; (iv) the PBGC has not instituted proceedings to terminate any such plan, and, to the Knowledge of the Company, no condition exists that presents a party; provided, risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the avoidance termination of, or the appointment of doubta trustee to administer, that any such plan; and (v) no such plan is currently, or is reasonably expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the following need not be Code). (c) None of the Company Benefit Plans is, and neither the Company nor any of its ERISA Affiliates has any Liability or obligation under, contributes to or within the past six (6) years has contributed to (or had an obligation to contribute to) 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 a “multiemployer plan” (as defined in Section 3(37) of ERISA). (d) There are no pending, threatened or anticipated claims by or on behalf of any Company Benefit Plan, by any employee or beneficiary covered under any such plan, or otherwise involving any such plan (other than routine claims for benefits). (e) Except as set forth on in Section 3.11(a4.15(e) of the Company Disclosure Schedule: Letter, none of the Company Benefit Plans provide retiree health, life insurance or other welfare benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (f) Except as set forth in Section 4.15(f) of the Company Disclosure Letter or as expressly provided by this Agreement, neither the execution of this Agreement, nor the consummation of the transactions contemplated by this Agreement will, either alone or in combination with another event, (i) entitle any employment contracts current or consultancy agreements for employees former employee, officer, director or consultants who are natural persons that consultant of the Company or any Subsidiary of the Company to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, (Aii) do not provide for severanceaccelerate the time of payment or vesting, retention, change or result in control, transaction bonus any payment or other material funding (through a grantor trust or otherwise) of any such compensation or benefits under, or increase the amount of compensation or benefits due to any such employee, director, officer or consultant, or (Biii) limit or restrict the right of the Company to merge, amend or terminate any Company Benefit Plan. Except as disclosed in Section 4.15(f) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to, or is otherwise obligated under, any contract, agreement, plan or arrangement that provides for the gross-up of a Tax imposed by Section 409A or 4999 of the Code (or any corresponding provisions of state, or local Law relating to Tax). (g) There are in all no material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Lawpending or, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level knowledge of the Company, threatened claims, proceedings, audits, investigations, suits or actions 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). (h) No Company Benefit Plan is subject to the Laws of any jurisdiction outside of the United States.

Employee Benefit Plans. (a) Section 3.11(a4.11(a) of the Company Disclosure Schedule hereto sets forth a true and complete list of each all material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “"employee benefit plan” plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA, whether written or unwritten"), and whether or not subject to ERISA and (ii) each all other employment or material employee benefit planor compensation arrangements, programincluding, practicewithout limitation, policyany such material arrangements providing severance pay, arrangementsick leave, or agreementvacation pay, whether written or unwrittensalary continuation for disability, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharingretirement benefits, deferred compensation, stock optionbonus pay, equity or equity-based compensationincentive pay, stock purchaseoptions (including those held by directors, employee stock ownershipemployees, vacationand consultants), holiday pay or other paid time offhospitalization insurance, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plansmedical insurance, life insurance plansinsurance, other employee benefit plans scholarships or fringe benefit plans or other similar compensation or employee benefit plantuition reimbursements, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into are maintained by the Company or its Subsidiaries for the current or future benefit of Company, any current or former director, officer, employee or independent contractor or consultant subsidiary of the Company or its Subsidiaries who is a natural person any Company ERISA Affiliate (each, a “Service Provider”), (yas defined in this Section 4.11) or with respect to which the Company or Company, any subsidiary of its Subsidiaries has any liability or (z) to which the Company or any Company ERISA Affiliate has or may have any material liability (the "Company Employee Benefit Plans"). (b) None of its Subsidiaries the Company Employee Benefit Plans is a party; "multiemployer plan," as defined in Section 4001(a)(3) of ERISA (a "Multiemployer Plan"), and neither the Company nor any subsidiary of the Company or Company ERISA Affiliate presently maintains or has maintained such a plan. (c) Except as provided in Part 6 of Title I of ERISA, the Company and the subsidiary of the Company do not maintain or contribute to any plan or arrangement which provides or has any liability to provide life insurance or medical or other employee welfare benefits to any employee or former employee upon his retirement or termination of employment, and the Company and the subsidiaries of the Company have never represented, promised to or contracted with any employee or former employee that such benefits would be provided, . (d) Except for the avoidance of doubt, that the following need not be Options set forth on in Section 3.11(a4.3 of the Disclosure Schedule and the rights of participants under the Company's Employee Stock Purchase Plans, the execution of, and performance of the transactions contemplated in, this Agreement will not, either alone or upon the occurrence of subsequent events, result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any individual. The only severance agreements or severance policies applicable to the Company or the subsidiary of the Company in the event of a change of control of the Company are the agreements and policies specifically referred to in Section 4.11(d) of the Company Disclosure Schedule: . No payment or benefit which will or may be made by the Company, Parent or any of their subsidiaries or affiliates with respect to any employee of the Company or any subsidiary of the Company will be characterized as an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended. (e) Each Company Employee Benefit Plan that is intended to qualify under Section 401 of the Code, and each trust maintained pursuant thereto, has been determined to be exempt from federal income taxation under Section 501 of the Code by the IRS, and, to the Company's knowledge, nothing has occurred with respect to the operation or organization of any such Company Employee Benefit Plan that would cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code. No Company Employee Benefit Plan is a "defined benefit plan" within the meaning of Section 3(35) of ERISA, and neither the Company nor any subsidiary of the Company or any Company ERISA Affiliate maintains or has ever maintained such a plan. (i) All contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any employment contracts of the Company Employee Benefit Plans to any funds or consultancy agreements for employees trusts established thereunder or consultants who are natural persons that in connection therewith have been made by the due date thereof, (Aii) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are the Company and the subsidiary of the Company have complied in all material respects consistent with a standard form previously made available any notice, reporting and documentation requirements of ERISA and the Code, (iii) as of the date hereof there are no pending actions, claims or lawsuits which have been asserted, instituted or, to Parent where the severance period or required notice of termination provided is not Company's knowledge, threatened, in excess of thirty (30) days or such longer period as is required under local Lawconnection with the Company Employee Benefit Plans, and (iiiv) plans or arrangements required the Company Employee Benefit Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA and the Code (including rules and regulations thereunder) and other applicable federal and state laws and regulations. (g) Section 4.11(g) of the Disclosure Schedule sets forth a complete list of all amounts outstanding relating to be provided bonuses payable to a Service Provider pursuant employees and any obligation to applicable Law without discretion as pay bonuses to employees relating to the level Company's performance, the employee's performance or the transactions contemplated hereby. (h) All compensation attributable to outstanding options to acquire Shares constitute "qualified performance-based compensation" within the meaning of benefitsSection 162(m) of the Code and the regulations promulgated thereunder. (i) The Company has provided, or concurrently herewith shall provide, all notices to holders of options required under any Stock Plan or otherwise in connection with the Offer and the other transactions contemplated hereby.

Employee Benefit Plans. (ai) Section 3.11(a) All benefit and compensation plans, contracts, policies or arrangements maintained, contributed to, obligated to be contributed to, or sponsored by the Company and its Subsidiaries or in which any of the current or former employees of the Company Disclosure Schedule sets forth a true and complete list its Subsidiaries (the “Employees”) or other service providers of each material the Company Benefit Plan. “Company Benefit Plan” shall mean each (i) and its Subsidiaries participate, including, but not limited to, “employee benefit planplans” as defined in within the meaning of Section 3(3) of ERISA, whether written or unwrittenany pension, retirement, profit sharing, medical, life, accidental death and whether or not subject to ERISA and (ii) each other employment or employee benefit plandismemberment, programdisability, practicedental, policyvision, arrangementcompensation, or agreementseverance, whether written or unwrittentermination pay, including any salary continuation, unemployment, workers’ compensation, vacation, sick pay, paid-time off, retention, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharingfringe benefit, deferred ​ ​ compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay appreciation rights or other paid time offstock-based incentive, cafeteria or flexible benefit, adoption or educational assistance, and bonus or other incentive planscash-based incentive, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation plans, agreements, programs, policies or other arrangements (whether written or oral and whether or not qualified or funded) or any such plan for which the Company may have any liability including, without limitation, as a result of being deemed a single employer with any ERISA Affiliate (collectively, the “Benefit Plans”), are set forth in Section 5.03(m)(i) of the Company’s Disclosure Schedule. True and complete copies of the following documents have been provided or made available to First Foundation: (A) all Benefit Plan documents and all written agreements underlying a funding medium for any Benefit Plan including, but not limited to, any trust instruments, group annuity contracts, insurance contracts, certificate of coverage and other similar agreements entered into in connection with any Benefit Plans and all amendments thereto; (B) the three most recent annual reports (Form 5500), together with all schedules, as required, filed with the Internal Revenue Service (“IRS”) or Department of Labor (the “DOL”), as applicable, and any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Benefit Plan; (C) for each Benefit Plan which is a “top-hat” plan, a copy of filings with the DOL; (D) the most recent determination or opinion or advisory letter issued by the IRS for each Benefit Plan that is intended to be “qualified” under Section 401(a) of the Code; (E) the most recent summary plan description and any summary of material modifications, as required, for each Benefit Plan; (F) the three most recent actuarial reports, if any, relating to each Benefit Plan; (G) the most recent summary annual report for each Benefit Plan required to provide summary annual reports by Section 104 of ERISA; (H) the minimum coverage and discrimination testing results for each applicable Benefit Plan for the three most recently completed plan years; and (I) copies of all non-routine correspondence received from or delivered to the IRS or the DOL since December 31, 2019. (ii) Each Benefit Plan has been established and administered to date in all material respects in accordance with the applicable provisions of ERISA, the Code and applicable Law and has been operated in accordance with the terms and provisions of all documents, contracts or agreements pursuant to which such Benefit Plan is maintained. Company and any ERISA Affiliate has complied in all material respects with the Patient Protection and Affordable Care Act, as amended by the Health Care and Reconciliation Act of 2010, and the requirements of Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA and the regulations thereunder. All required reports and notices with respect to each Benefit Plan have been timely and accurately filed with the IRS and DOL as appropriate, and provided to participants in the Benefit Plan. No asset of either the Company or any of its ERISA Affiliates is subject to a Lien imposed under ERISA or the Code. Each Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (a “Pension Plan”) and which is intended to be qualified under Section 401(a) of the Code, program has either received a favorable determination letter from the IRS, or is the subject of an advisory or opinion letter issued on a pre-approved plan document upon which such Pension Plan is based, and Company has no Knowledge of any circumstances reasonably likely to result in revocation of any such favorable determination letter, the inability of the Company to rely on any such advisory or opinion letter or the loss of the qualification of such Pension Plan under Section 401(a) of the Code. Since December 31, 2019, neither the Company nor any of its Subsidiaries has received any correspondence or written or verbal notice from the IRS, DOL, any other Governmental Entity, a Benefit Plan, or any agent representing any of the foregoing that brings into question the qualification or compliance of any such Benefit Plan. There is no pending or, to ​ ​ the Company’s Knowledge, threatened proceeding, lawsuit or claim (other than a routine claim for benefits) relating to the Benefit Plans. Neither the Company nor any of its Subsidiaries is subject to or could reasonably be likely to be subject to a material Tax, fine, penalty or material liability of any kind under either the Code or ERISA with respect to any Benefit Plan. There are no matters pending before the IRS, DOL or other Governmental Entity with respect to any Benefit Plan. Since January 1, 2017, no Benefit Plan or related trust has been the subject of an audit, investigation or examination by a Governmental Entity. Neither the Company nor any other “disqualified person” (within the meaning of Section 4975 of the Code) nor any “party in interest” (within the meaning of Section 3(14) of ERISA) has engaged in any nonexempt “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to any Benefit Plan. (iii) Neither the Company nor any ERISA Affiliate maintains or contributes to any Pension Plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, a multiple employer plan (as defined in Section 413(c) of the Code) or multiemployer plan (as defined in 4001(a)(3) of ERISA), a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code, a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA or a Retiree Welfare Plan, other than those disclosed and identified as such in Section 5.03(m)(iii) of the Company’s Disclosure Schedule. Except as set forth in Section 5.03(m)(iii) of the Company’s Disclosure Schedule, no Benefit Plan holds as an asset an annuity contract, guaranteed investment contract or other investment contract issued by an insurance company. (iv) All contributions required to be made under the terms of any Benefit Plan (including any amounts withheld from employees’ paychecks with respect to a Benefit Plan) and premiums required to be paid have been timely made in accordance with the terms of the applicable Benefit Plan and applicable Law. All contributions for any period ending on or before the Closing Date that are not yet due have been made or have been reflected appropriately in the Company Financial Statements. Benefits under each case, (x) Benefit Plan that is sponsoredan “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA), maintainedwith the exception of any flexible spending arrangements subject to Sections 125 and 105 of the Code and health savings accounts (within the meaning of Section 223 of the Code), administeredare provided exclusively through insurance contracts or policies issued by an insurance company, contributed tohealth maintenance organization, participated in or entered into similar organization unrelated to the Company or any ERISA Affiliate, the premiums for which are paid directly by the Company or an ERISA Affiliate thereof, from its Subsidiaries for general assets or partly from its general assets and partly from contributions by its employees. No insurance policy or contract relating to a Benefit Plan requires or permits a retroactive increase to premiums or payments due thereunder. (v) Except as set forth in Section 5.03(m)(v) of the current Company’s Disclosure Schedule, none of the execution of this Agreement, the Company Shareholder Approval or future benefit the consummation of the Transaction, either alone or in connection with any other event, (A) entitle any Employees or any current or former director, officer, employee director or independent contractor or consultant of the Company or any of its Subsidiaries who is a natural person (each, a “Service Provider”)to severance pay or any increase in severance pay upon any termination of employment or service after the date hereof, (yB) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable under, or trigger any other material ​ ​ obligation pursuant to, any of the Benefit Plans, (C) result in any breach or violation of, or a default under, any of the Benefit Plans or (D) result in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code. The Company will make available to First Foundation the Company’s calculations under Section 280G of the Code and all related underlying back-up information and agreements taken into account in the performance of such calculations or deemed necessary by First Foundation, including, without limitation, pertinent Form W-2 information for any “disqualified individuals” determined in accordance with respect to which Q&A-15 of Treasury Regulation § 280G-1. Neither the Company or nor any of its Subsidiaries has any liability or is a party with respect to any gross-up provision or agreement in connection with Section 280G of the Code or excise Taxes under Section 4999 of the Code. (zvi) to which Neither the Company or nor any of its Subsidiaries has now, nor has had, the obligation to maintain, establish, sponsor, participate in or contribute to any Benefit Plan or other similar arrangement that is subject to any law or applicable custom or rule of any jurisdiction outside of the United States. No compensation paid (or to be paid) under any Benefit Plan has been or will be non-deductible under Code Sections 162 or 409A. (vii) Each Benefit Plan which is a party; provided“nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) (hereinafter referred to as a “Company NQDP”) has been maintained, for as to both form and operation, in compliance with Section 409A of the avoidance Code. No event in connection with a Company NQDP has occurred which would subject a participant to inclusion of doubt, that the following need not be set forth on income under Section 3.11(a409A(a)(1) of the Code and neither the Company Disclosure Schedule: nor any ERISA Affiliate has any liability or is a party with respect to any gross-up provision or agreement in connection with any income inclusion, interest or additional Tax payable in accordance with Section 409A of the Code. (iviii) Except as set forth in Section 6.12(d), neither the Company nor any employment contracts or consultancy agreements for employees or consultants who are natural persons that Subsidiary has (A) do not provide for severanceannounced its intention, retentionmade any amendment or any binding commitment, change in controlor given written or oral notice providing that it will increase benefits under any Benefit Plan, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with created or adopted any arrangement that would be considered a standard form previously made available Benefit Plan once established, or (C) agreed not to Parent where the severance period exercise any right or required notice of termination provided is not in excess of thirty (30) days power to amend, suspend or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsterminate any Benefit Plan.

Employee Benefit Plans. (a) Section 3.11(a3.15(a) of the Company Seller Disclosure Schedule sets forth Letter contains a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in (within the meaning of Section 3(3) of ERISA), whether written stock purchase, stock option or unwrittenother stock-related rights, severance, employment, change-in-control, fringe benefit, savings or thrift benefits, vacation benefits, cafeteria plan benefits, life, health, medical, or accident benefits (including any “voluntary employees’ beneficiary association” as defined in Section 501(c)(9) of the Code providing for the same or other benefits), employee assistance program, disability or sick leave benefits, worker’s compensation, supplemental unemployment benefits, insurance coverage (including any self-insured arrangements), post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits), collective bargaining, bonus, incentive, deferred compensation, profit sharing, and all other employee benefit or compensation plans, agreements, programs, practices, policies or other arrangements, whether or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwrittenunwritten (collectively referred to as “Plans”), including under which any compensationemployee, employmentformer employee, consultingconsultant, end former consultant, director or former director of service either Company has any present or severancefuture right to benefits or which is entered into, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to or required to be contributed to, participated in or entered into as the case may be, by the either Company or its Subsidiaries for the current any ERISA Affiliate or under which either Company or any ERISA Affiliate has any present or future benefit of liability (including, without limitation, contingent liability). To the extent either Company sponsors, maintains, contributes to, is required to contribute to, or has any current present or former directorfuture liability (including, officerwithout limitation, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (ycontingent liability) with respect to which any such Plans, the same shall be collectively referred to as the “Company or any of its Subsidiaries Plans.” (b) With respect to each Company Plan, the Buyer has any liability or been furnished access to a current and complete copy (zor, to the extent no such copy exists, a description) thereof and all amendments thereto, and, to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Scheduleextent applicable: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severancerelated trust agreement, retentionannuity contract, change in control, transaction bonus or other funding instrument; (ii) the most recent IRS determination letter, if applicable; (iii) any summary plan description or other written description or interpretation thereof; (iv) for the three most recent plan years (a) the Form 5500 and attached schedules, (b) audited financial statements, (c) actuarial valuation reports and (d) attorneys’ responses to any auditor’s request for information; (v) any correspondence and other materials submitted to or received from the IRS or Department of Labor in connection with any correction program with respect to the Company Plans; (vi) any correspondence and other materials submitted to or received from any Multiemployer Plan or its trustees with respect to its funding status or potential withdrawal liability; and (vii) all contracts and other service agreements with any third party administrators in connection with the Company Plans. (i) Each Company Plan has been established, maintained, and administered in accordance with its terms, and in material compliance with the applicable provisions of ERISA, the Code and other applicable Laws; (ii) each Company Plan which is intended to be qualified within the meaning of Section 401(a) of the Code (and each related trust agreement, annuity contract, or other funding instrument) has received a favorable opinion letter from the IRS as to its qualification, and the Companies have no Knowledge of any reason why any such opinion letter would reasonably be expected to be revoked or not be reissued; (iii) for each Company Plan that is a “welfare plan” within the meaning of Section 3(1) of ERISA, neither the Companies nor any of their ERISA Affiliates has or will have any liability or obligation under any plan which provides medical, death or other welfare benefits with respect to current or former employees of either Company beyond their termination of employment (other than coverage mandated by Law) and no condition exists which would prevent either Company from amending or terminating any such welfare plan; (iv) to the Knowledge of the Companies, no event has occurred with respect to any Company Plan that would subject either Company to any Tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws; (v) to the Knowledge of the Companies, no “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code, other than any such transaction which is subject to an administrative or statutory exemption) has occurred with respect to any Company Plan; (vi) to the Knowledge of the Companies, neither Company nor any plan fiduciary of any Company Plan subject to ERISA has otherwise violated the provisions of Part 4 of Title I, Subtitle B of ERISA; and (vii) each Company Plan which is a “group health plan” as defined in Section 607(1) of ERISA has been operated in compliance with the provisions of Part 6 of Title I, Subtitle B of ERISA and Section 4980B of the Code, as well as with the provisions of any similar state law, at all times. (d) Neither the Companies nor any of their ERISA Affiliates has ever (i) maintained, contributed to, or been obligated to contribute to any plan which is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or (ii) contributed to, been obligated to contribute to, or incurred any liability to a Multiemployer Plan as defined in Section 3(37) of ERISA. No liability under Title IV of ERISA has been incurred by either Company or any ERISA Affiliate that has not been satisfied in full. (e) Except as set forth on Section 3.15(e) of the Seller Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) entitle any current or former employee, director or consultant of either Company to severance pay or accelerate the time of payment or vesting of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Company Plan. Except as set forth on Section 3.15(e) of the Seller Disclosure Letter, there is no Company Plan covering any current or former employee, director or consultant of either Company that, individually or collectively, will give rise to the payment of any amount that would not be deductible by such Company pursuant to Section 280G of the Code. (Bf) All contributions (including all employer contributions and employee salary reduction contributions) required by each Company Plan or by any applicable Law or agreement to have been made under any Company Plan to any fund, trust, or account established thereunder or in connection therewith have been made by the due date thereof, or the deadline for making such contribution has not yet passed. (g) None of the Company Plans are “multiple employer welfare arrangements” within the meaning of Section 3(40) of ERISA. With respect to any of the Company Plans which are self-insured welfare benefit plans, no claims have been made pursuant to any such plans that have not been paid (other than claims which have not yet been paid but are in all material respects consistent the normal course of processing) and no individual has incurred injury, sickness or other medical condition with a standard form previously respect to which claims may be made available pursuant to Parent any such plans where the severance period liability could in the aggregate with respect to each such individual exceed $25,000 per year. (h) There is no default on behalf of either Company with respect to any of the Plans and each of the Plans is in full force and effect, enforceable by the Companies in accordance with its terms. There is no Litigation pending or, to the Knowledge of the Companies, threatened alleging any breach of the terms of any Company Plan or required notice of termination provided any fiduciary duties thereunder or violation of any applicable Law with respect to any Company Plan, nor to the Knowledge of the Companies, any arbitration, proceeding or investigation. To the Knowledge of the Companies, neither Company nor any ERISA Affiliate nor any of their respective directors, officers, employees or other fiduciaries (as such term is not defined in excess Section 3(21) of thirty ERISA) has any liability for failure to comply with ERISA or the Code for any action or failure to act in connection with the administration or investment of any Company Plan. (30i) days Section 3.15(i)(1) of the Seller Disclosure Letter lists all of the full-time year-round employees of each Company as of the date hereof, together with their respective salaries and date of hire; such list will be updated as of five Business Days prior to the Closing Date and delivered to Buyer prior to the Closing Date. Section 3.15(i)(2) of the Seller Disclosure Letter also identifies those employees of each Company who are parties to employment agreements, bonus agreements or such longer period as other written agreements relating to compensation and identifies those agreements. (j) Each Company Plan that is required under local Lawa “nonqualified deferred compensation plan” within the meaning of, and subject to, Section 409A of the Code (iia “Nonqualified Deferred Compensation Plan”) plans or arrangements required to be provided to has been operated in material compliance with Section 409A of the Code since January 1, 2005, based upon a good faith, reasonable interpretation of Section 409A of the Code, the proposed regulations issued thereunder and Internal Revenue Service Provider pursuant to applicable Law without discretion as to the level of benefitsNotices 2005-1 and 2006-79.

Employee Benefit Plans. (a) Section 3.11(a4.10(a) of the Company Disclosure Schedule sets forth a true and complete list of Letter lists each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “"employee benefit plan” as defined in Section 3(3) of ERISA, whether written " or unwritten, and whether agreement sponsored or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwrittenmaintained by the Company, including any compensation, employment, consulting, end of service bonus or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock optionother incentive compensation plans, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive compensation plans, medicalpension or deferred compensation arrangements, retiree medical, vision, dental or other health severance plans, medical insurance, and life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person programs (each, a “Service Provider”)"Company Employee Plan." Except as required by applicable Law or the terms of an Employee Plan, (y) with neither the Company nor any of its Subsidiaries has any plan or commitment to establish any new material Company Employee Plan or to amend in any material respect an existing Company Employee Plan. With respect to which each Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of: (1) the plan documents and summary plan descriptions, if any, including any amendments or statements of material modifications thereto, or a written description of the terms of any Company Employee Plan that is not in writing and all other written communications (or a description of all oral communications) by the Company or any of its Subsidiaries has to their respective employees concerning the extent of the benefit provided under a Company Employee Plan. (b) The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement (either alone or in conjunction with any liability other event) will not: (1) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee, consultant, or independent contractor of the Company or any of its Subsidiaries, or cause or create any right to the forgiveness of Indebtedness owed by any employee to the Company or any of its Subsidiaries. (z2) to which increase the amount of, or accelerate the time of payment of, any benefit or compensation payable under any Company Employee Plan or other employment arrangement, or result in the payment of any amount that would not be deductible by reason of Section 280G of the Code; or (3) result in any violation or breach of or default under or limit the ability of the Company or any of its Subsidiaries is a party; providedto amend, for the avoidance of doubtmodify, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) or terminate any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus benefit plan or other material compensation or employee benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsagreement.

Employee Benefit Plans. (a) Section 3.11(a) of Except as set forth on Schedule 4.34(a), the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each does not maintain, contribute to or have any obligation to contribute to, or have any Liability with respect to, (iA) “any employee pension benefit plan” plans (as defined in Section 3(33(2) of ERISA, whether written or unwritten, and ) whether or not subject to ERISA and terminated (iithe “Employee Pension Plans”); (B) each other employment any ongoing or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3 (1) of ERISA) (“Employee Welfare Plans”); or (C) any plan, program, practice, policy, arrangementprogram or arrangement which provides nonqualified deferred compensation benefits, bonus or agreementcompensation benefits, whether written severance benefits, incentive or unwrittencompensation benefits, including any compensation“change of control” benefits, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensationcompensation awards, stock purchaseexecutive or supplemental income benefits, employee stock ownershipor any other program, plan, policy or arrangement which provides retirement, health, life, disability, accident, vacation, holiday pay tuition reimbursement or material fringe benefits (“Other Plans”). None of the Company nor Commonly Controlled Entities currently participates in or contributes to or maintains or has any obligation to contribute to (or has or reasonably expects to incur any other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each caseLiability with respect to), (x1) that is sponsoredany Employee Pension Plan subject to Title IV of ERISA or Section 412 of the Code or (2) any multiemployer plan (as defined in Section 3(37) of ERISA) (“Multiemployer Plan”), maintained, administered, contributed to, participated in or entered into by and none of the Company nor any Commonly Controlled Entities has incurred or its Subsidiaries for the current or future benefit of reasonably expects to incur any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) potential withdrawal Liability with respect to which the any Multiemployer Plan. The Company does not maintain or have any obligation to contribute to (or any of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (iother Liability with respect to) any employment contracts funded or consultancy agreements for employees unfunded Employee Welfare Plan or consultants who are natural persons that (A) do not provide for severanceOther Plan which provides post retirement health, retention, change in control, transaction bonus accident or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefits.life

Employee Benefit Plans. (a) Section 3.11(a3.15(a) and Section 3.15(f) of the Company Disclosure Schedule sets forth Letter contains a true and complete list list, as of the date of this Agreement, of each material Company Benefit Plan. For purposes of this Agreement, “Company Benefit Plan” shall mean each (i) means any “employee benefit plan” as defined in (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether written or unwrittenincluding any “multiemployer plan” within the meaning of Section 3(37) of ERISA), and any other pension, retirement, stock purchase, stock option or other equity-based compensation, incentive, fringe benefit, compensation, severance, employment, change-in-control, bonus, deferred compensation, employee loan, health and welfare, vacation or sick pay or other employee benefit plan, agreement, program, policy or other arrangement, whether or not subject to ERISA or the applicable Laws of another jurisdiction, and (ii) each other employment whether formal or employee benefit planinformal, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each caseoral, (xi) that is sponsored, maintained, administered, which are contributed to, participated in sponsored by or entered into maintained by the Company or any of its Subsidiaries for the current or future benefit of any current active or former terminated director, officer, employee consultant or independent contractor employee, or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (yii) with respect to under which the Company or any of its Subsidiaries has any present or future liability (including any Foreign Benefit Plans), including but not limited to by reason of being or having been treated as a single employer with any other person (zany such person, an “ERISA Affiliate”) under Section 414 of the Code or Section 4001(b) of ERISA. (b) With respect to each Company Plan listed in Section 3.15(a) and Section 3.15(f) of the Company Disclosure Letter, the Company has provided to Parent a current, accurate and complete copy thereof (or, if a plan is not written, an accurate written description thereof) and, to the extent applicable, (i) any related trust agreement or other funding instrument, (ii) the most recent determination or opinion letter, if any, received from the Internal Revenue Service and any material governmental advisory opinions, rulings, compliance statements, closing agreements specific to such Company Plan, and pending requests for any of the foregoing, (iii) any summary plan description and other material written communications by the Company or its Subsidiaries concerning the extent of the benefits provided under a Company Plan, (iv) a summary of any material proposed amendments or changes anticipated to be made to the Company Plans at any time within the twelve months immediately following the date hereof, and (v) for the most recent plan year (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports, if applicable. With respect to each Company Plan listed in Section 3.15(a) of the Company Disclosure Letter which is a multiemployer plan, the Company has previously provided to Parent or made available copies of all material documents and other material information received by the Company or any Subsidiary or ERISA Affiliate from each multiemployer plan (or any of its agents) to which the Company or such Subsidiary or ERISA Affiliate contributes pertaining to the Company’s or such Subsidiary or ERISA Affiliate’s obligations under such plan, including any materials pertaining to the computation of any material liability that may be imposed upon a cessation of or reduction in contributions thereto. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each Company Plan other than a multiemployer plan has been established and has heretofore been maintained, operated and administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code, and other applicable Laws and (ii) no claims or Actions (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, threatened relating to or otherwise in connection with any Company Plan, including, to the knowledge of the Company, concerning or related to any fiduciary or service provider thereof and, to the knowledge of the Company, there is no basis for any such legal action, proceeding or investigation, and (iii) no Company Plan nor, to the knowledge of the Company, any person who is a party in interest in respect of an Company Plan within the meaning of Section 3(14) of ERISA with respect thereof, has engaged in a prohibited transaction which could subject the Company directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code and no Company Plan has engaged in any similar transaction which could subject the Company or its Subsidiaries directly or indirectly to liability under any other applicable Laws similar in nature to such sections of ERISA or the Code, respectively. Each Company Plan other than a multiemployer plan (and to the knowledge of the Company, each multiemployer plan), which is intended to be qualified under Section 401(a) of the Code has received a determination letter to that effect and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, with respect to each Company Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) no such Company Plan has failed to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Company Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Company Plan has been submitted; (B) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred; (C) no liability, contingent or otherwise, (other than for premiums to the Pension Benefit Guaranty Corporation (the “PBGC”)) under Title IV of ERISA has been or is expected to be incurred by the Company or any of its Subsidiaries, including in connection with the transactions contemplated by this Agreement, and further including on account of a discontinuance or reduction in contributions thereto; (D) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any Company Plan, and, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; (E) no such Company Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); and (F) neither the Company or any of its Subsidiaries or ERISA Affiliates has incurred a reduction in contributions such that if the current rate of contributions continues, a seventy-percent decline in contributions (as defined in Section 4205 of ERISA) will occur within the next three plan years. With respect to any multiemployer plan to which the Company or any of its Subsidiaries or ERISA Affiliates has any material liability or contributes (or has within the last six years at any time contributed or had an obligation to contribute): (A) none of the Company or any of its Subsidiaries or ERISA Affiliates has incurred any material withdrawal and/or partial withdrawal liability under Title IV of ERISA which remains unsatisfied; and (B) to the knowledge of the Company, no such multiemployer plan is in reorganization or insolvent (as those terms are defined in Sections 4241 and 4245 of ERISA, respectively). Neither the Company nor any Subsidiary has received notice with respect to any multiemployer plan of (i) any failure by such plan to satisfy the minimum funding requirements of Section 412 of the Code or its endangered or critical status under Section 432 of the Code, or (ii) any application for or receipt of a party; provided, for the avoidance waiver of doubt, that the following need not be such minimum funding requirements with respect to such plan. (d) Except as set forth on in Section 3.11(a3.15(d) of the Company Disclosure Schedule: Letter, the execution, delivery of and performance by the Company of its obligations under this Agreement will not (either alone or upon occurrence of any additional or subsequent events) result in “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code or any payments under any other applicable Laws that would be treated in such similar nature to such section of the Code. (e) Except as set forth in Section 3.15(e) of the Company Disclosure Letter or as provided in the terms of this Agreement, no Company Plan exists that, as a result of the execution of this Agreement, stockholder approval of this Agreement, or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)): (i) could entitle any current or former employee, director, or officer of the Company or any of its Subsidiaries to severance pay or any increase in severance pay upon any termination of employment contracts after the date of this Agreement or consultancy agreements for employees (ii) will result in the acceleration of the time of payment or consultants who are natural persons that vesting or result in any payment or funding (Athrough a grantor trust or otherwise) do not provide for severance, retention, change in control, transaction bonus or other material of compensation or benefits under, or increase the amount payable or result in any other material obligation pursuant to, any of the Company Plans. (Bf) Except as set forth in Section 3.15(f) of the Company Disclosure Letter, no material Company Plan (including any “registered pension plan” as that term is defined under the Income Tax Act (Canada)) is maintained outside the jurisdiction of the United States or covers any employee residing or working outside the United States (all such material Company Plans (including any registered pension plan) are set forth in Section 3.15(f) of the Company Disclosure Letter, “Foreign Benefit Plans”). With respect to any Foreign Benefit Plans, except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) all material respects consistent Foreign Benefit Plans have been established, maintained and administered in compliance with a standard form previously made available to Parent where the severance period their terms and all applicable statutes, laws, ordinances, rules, orders, decrees, judgments, writs, and regulations of any controlling governmental authority or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, instrumentality and (ii) plans or arrangements all Foreign Benefit Plans that are required to be funded are fully funded, and with respect to all other Foreign Benefit Plans, adequate reserves therefore have been established on the accounting statements of the Company or applicable Subsidiary. (g) Except as otherwise provided in Section 2.1(d) or with respect to those items set forth in Section 5.1(b)(x) of the Company Disclosure Letter, the Company and its Subsidiaries have not announced their intention, or undertaken (whether or not legally bound) to modify or terminate any Company Plan in any material respect or adopt any material arrangement or program which, once established, would come within the definition of a Service Provider pursuant Company Plan. (h) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have not undertaken to maintain any Company Plan for any period of time and each such Plan is terminable at the sole discretion of the sponsor thereof, subject only to such constraints as may imposed by applicable Law law, and without discretion as to the level of benefitspenalty or cost (other than routine administrative costs).

Employee Benefit Plans. (a) Section 3.11(a3.9(a) of the Company Disclosure Schedule sets forth a true correct and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in Section 3(3) of ERISA, whether written compensation or unwritten, and whether or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, agreement or arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, transaction, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, vacation, holiday pay or other paid time off, bonus or other incentive plansplan, medical, post-service or retiree medical, vision, dental or other health plansor welfare plan, life insurance plansplan, and each other material employee benefit plans plan or fringe benefit plans or other similar compensation or plan, including any “employee benefit plan, program or arrangement” as that term is defined in Section 3(3) of ERISA, in each case, (x) that is sponsoredwhether oral or written, maintainedfunded or unfunded, administeredor insured or self-insured, contributed to, participated in sponsored or entered into maintained by the Company or its Subsidiaries any Subsidiary of the Company, or to which the Company or any Subsidiary of the Company contributes or is obligated to contribute for the current or future benefit of any current or former directoremployees, officerdirectors, employee consultants or independent contractor or consultant contractors of the Company or any of its Subsidiaries who is a natural person (eachSubsidiaries, a “Service Provider”), (y) or with respect to which the Company or any of its Subsidiaries has any current or contingent liability or obligation (zwhether or not listed in Section 3.9(a) of the Company Disclosure Schedule, each, a “Company Benefit Plan”). (b) With respect to which the material Company Benefit Plans, each to the extent applicable, correct and complete copies of the following have been delivered or made available to Parent by the Company: (i) the plan documents for all material Company Benefit Plans (including all amendments and attachments thereto); (ii) written summaries of any material Company Benefit Plan not in writing; (iii) all related trust documents; (iv) all material insurance contracts or other funding arrangements; (v) the two most recent annual reports (Form 5500) filed with the Department of Labor; (vi) the most recent determination letters, advisory letters and opinion letters from the Internal Revenue Service (the “IRS”); (vii) the most recent summary plan description and any summary of material modifications thereto; and (viii) all material non-routine communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation (the “PBGC”), the Department of Labor or any other Governmental Entity (including a written description of any material oral communication) since January 1, 2017. Except as specifically provided in the foregoing documents delivered or made available to Parent, there are no material amendments to any material Company Benefit Plans that have been adopted or approved nor has the Company or any of its Subsidiaries undertaken to make any such material amendments or to adopt or approve any new material Company Benefit Plans. No Company Benefit Plan is maintained outside the jurisdiction of the United States, or provides benefits or compensation to any employees or other service providers who reside or provide services outside of the United States. Each Company Benefit Plan that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code has received a favorable determination letter from the IRS or the Company Benefit Plan uses an IRS-approved master & prototype or volume submitter plan and, to the knowledge of the Company and its Subsidiaries, there are no existing circumstances and no events have occurred that would reasonably be expected to affect reliance on such determination letter or the advisory or opinion letter covering the plan or adversely affect the qualification of such Company Benefit Plan. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Benefit Plan has been established, operated and administered in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code, (ii) each Company Benefit Plan that is intended to qualify for special Tax treatment meets all requirements for such treatment, and (iii) all contributions required to be made to any Company Benefit Plan by applicable Law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Company Benefit Plan, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of the Company. (d) None of the Company and its Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the last six years, maintained, established, contributed to or been obligated to contribute to, and neither the Company nor any of its Subsidiaries has any current or contingent liability or obligation under or with respect to, any “defined benefit plan” (as defined in Section 3(35) of ERISA) or a plan that is or was subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code. (e) None of the Company and its Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the last six years, maintained, established, contributed to or been obligated to contribute to, and neither the Company nor any of its Subsidiaries has any current or contingent liability or obligation under or with respect to, any plan that is a party; provided“multiemployer plan” within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a “Multiemployer Plan”) 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 (a “Multiple Employer Plan”), and none of the Company and its Subsidiaries nor any of their respective ERISA Affiliates has incurred any liability to a Multiemployer Plan or a Multiple Employer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan or Multiple Employer Plan. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no pending or, to the Company’s knowledge, threatened Actions (other than claims for benefits in the avoidance ordinary course), lawsuits or arbitrations which have been asserted or instituted with respect to any Company Benefit Plan, the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of doubt, that any of the following need not be trusts under any of the Company Benefit Plans. (g) Except as set forth on in Section 3.11(a3.9(g) of the Company Disclosure Schedule: , the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any employment contracts current or consultancy agreements for employees former employee, director, consultant or consultants who are natural persons that (A) do not provide for severanceofficer of the Company or any of its Subsidiaries to severance pay, retention, change in control, transaction bonus or other material unemployment compensation or benefits accrued pension benefit or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Lawany other payment, and (ii) plans accelerate the time of payment or arrangements vesting, or increase the amount, or result in the forfeiture of any benefits or compensation due any such employee, director, consultant or officer or (iii) trigger any funding obligation under any Company Benefit Plan or impose any restrictions or limitations on the Company’s rights to administer, amend or terminate any Company Benefit Plan. (h) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, 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 Regulation Section 1.280G-1) that could, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (i) No Company Benefit Plan nor any other agreement, plan or arrangement to which the Company or a Subsidiary thereof is a party provides for the gross-up or reimbursement of Taxes under Sections 409A or 4999 of the Code or otherwise. (j) Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (k) No Company Benefit Plan obligates the Company or any of its Subsidiaries to provide, nor has the Company or any of its Subsidiaries promised or agreed to provide, retiree or post-employment or post-service health or life insurance benefits, other than as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state Law for which the covered person pays the full cost of coverage. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company or any of its Subsidiaries has incurred or could reasonably be provided expected to a Service Provider pursuant to applicable Law without discretion as to incur any penalty or Tax under Code Sections 4980B, 4980D, 4980H, 6721 or 6722 of the level of benefitsCode.

Employee Benefit Plans. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) All material benefit and compensation plans, contracts, policies or arrangements maintained, contributed to, obligated to be contributed to, or sponsored by TriCo and Tri Counties for the benefit of current or former employees of TriCo and its Subsidiaries and current or former directors or independent contractors of TriCo and its Subsidiaries including, but not limited to, “employee benefit planplans” as defined in within the meaning of Section 3(3) of ERISA, whether written or unwrittenany pension, retirement, profit sharing, medical, life, accidental death and whether or not subject to ERISA and (ii) each other employment or employee benefit plandismemberment, programdisability, practicedental, policyvision, arrangementcompensation, or agreementseverance, whether written or unwrittentermination pay, including any salary continuation, unemployment, workers’ compensation, vacation, sick pay, paid-time off, retention, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharingfringe benefit, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay appreciation rights or other paid time offstock-based incentive, cafeteria or flexible benefit, adoption or educational assistance, and bonus or other incentive planscash-based incentive, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation plans, agreements, programs, policies or employee benefit plan, program other arrangements (whether written or arrangement, in each case, (xoral and whether or not qualified or funded) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or any such plan for which TriCo and its Subsidiaries for the current may have any liability including, without limitation, as a result of being deemed a single employer with any entity under Section 4001(b)(1) of ERISA or future benefit of any current or former director, officer, employee or independent contractor or consultant Section 414 of the Company or its Subsidiaries who is a natural person Code (eachcollectively, a the “Service ProviderTriCo Benefit Plans”), have been provided or made available to FNBB. (yii) with respect Each TriCo Benefit Plan has been established and administered to which the Company or any of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are date in all material respects consistent in accordance with the applicable provisions of ERISA, the Code and applicable law and with the terms and provisions of all documents, contracts or agreements pursuant to which such TriCo Benefit Plan is maintained. (iii) Other than as disclosed and identified as such in Section 5.04(l)(iii) of TriCo’s Disclosure Schedule, neither TriCo nor any entity considered to be a standard form previously made available single employer with TriCo under Section 4001(b)(1) of ERISA or Section 414 of the Code maintains or contributes to Parent where the severance period any pension plan subject to Title IV of ERISA, to any multiemployer plan (as defined in 4001(a)(3) of ERISA), or required notice of termination provided is not in excess of thirty (30) days or such longer period to any TriCo Benefit Plan providing for retiree health and life benefits, other than coverage as is may be required under local Law, and (ii) plans Section 4980B of the Code or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to Part 6 of Title I of ERISA or under the level continuation of benefitscoverage provisions of the laws of any state or locality.

Employee Benefit Plans. (a) Set forth in Section 3.11(a3.13(a) of the Company Disclosure Schedule sets forth Letter is a true complete and complete accurate list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” , as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); (ii) employment contract; and (iii) bonus, deferred compensation, ----- incentive compensation, performance compensation, stock purchase, stock option, stock appreciation, restricted stock, phantom stock, saving and profit sharing, severance or termination pay (other than statutory or the common law requirements for reasonable notice), health or other medical, salary continuation, cafeteria, dependent care, vacation, sick leave, holiday pay, fringe benefit, reimbursement program, life insurance, disability or other (whether insured or self-insured) insurance, a supplementary unemployment benefit, pension retirement, supplementary retirement, welfare or other employee plan, program, policy or arrangement, whether written or unwritten, and whether formal or not subject to ERISA and (ii) each other employment or employee benefit planinformal, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of any current or former director, officer, employee Employee or independent contractor or consultant director of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect to which the Company or any of the Subsidiaries, or leased employees, consultants, independent contractors or other Persons who are performing or have performed services for or on behalf of the Company or any Subsidiary ("Benefit Plans"). ------------- None of the Benefit Plans is a multiemployer plan as defined in Section 3(37) of ERISA (a "Multiemployer Plan") or is subject to Title IV of ERISA and neither ------------------ the Company nor any of the Subsidiaries have ever had an obligation to contribute to a Multiemployer Plan or a plan that is subject to Title IV of ERISA. (b) Except as set forth in Section 3.13(b) of the Disclosure Letter, neither the Company nor any Subsidiary (i) currently maintains, administers or contributes to or has any liability under or with respect to, other than benefits claims in the ordinary course of business, any Benefit Plans, or (ii) during the six-year period preceding the date of this Agreement maintained, administered or contributed to any Benefit Plans. (c) Except as set forth in Section 3.13(c) of the Disclosure Letter, all Benefit Plans comply in all material respects with, and are, and during the six-year period preceding the date of this Agreement have been, operated in all material respects in accordance with, their terms and applicable laws, including ERISA and the Code, and including, but not limited to the requirements of ERISA sections 601 et seq. and 701 et seq. and sections 4980B, 9801 and 9802 of the Code. Except as set forth in Section 3.13(c), no Benefit Plan covers any Person in any jurisdiction outside the United States and, to the knowledge of the Company, none of the Benefit Plans is subject to the law of any jurisdiction outside the United States. (d) True and complete copies of each written Benefit Plan and any related trust, insurance or other related funding contract or agreement or administrative services contract or agreement, and a description of any unwritten Benefit Plan, the three most recent summary plan descriptions for each Benefit Plan, the most recent annual reports on Form 5500 for each Benefit Plan, including schedules, audited financial statements and actuarial valuation reports, and the most recent employee manuals, handbooks or personnel policies have been delivered to Purchaser, and any other filings with respect to any Benefit Plan with any government entity and any opinion, determination letter or ruling from the United States Internal Revenue Service (the "IRS") or any other --- government entity with respect to any Benefit Plan, if any, have been delivered to Purchaser. (e) Except as set forth in Section 3.13(e) of the Disclosure Letter, each Benefit Plan intended to be qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the IRS as to its qualification under the Code both as to the original plan and as to all restatements or material amendments and the exempt status of each related trust under Section 501(a) of the Code, all of which have been made available to Purchaser. No event has occurred, and no condition exists, which would reasonably be expected to adversely affect the tax-qualified status of any such Benefit Plan. (f) Neither the Company nor any Subsidiary or any entity required to be aggregated with the Company or any Subsidiary pursuant to Code section 414 or ERISA section 4001(b) ("ERISA Affiliate") has incurred or is --------------- reasonably expected to incur, either directly or indirectly, any liability (other than for premiums) to the Pension Benefit Guaranty Corporation ("PBGC"). ---- (g) Except as disclosed in Section 3.13(g) of the Disclosure Letter, there are no pending or, to the Knowledge of the Company, threatened actions, suits, claims, trials, arbitrations, investigations or other proceedings by any Person, including any present or former participant or beneficiary under any Benefit Plan (or any beneficiary of any such participant or beneficiary) involving any Benefit Plan or any rights or benefits under any Benefit Plan other than ordinary and usual claims for benefits by participants or beneficiaries thereunder. To the Knowledge of Company, no event has occurred and no condition exists that could subject the Company, its Affiliates, the Subsidiaries or the fund of any Benefit Plan to the imposition of any Tax or penalty with respect to any Benefit Plans, whether by way of indemnity or otherwise. Except as set forth in Section 3.13(g) of the Disclosure Letter, all contributions required to have been made or remitted and all expenses required to have been paid by the Company or the Subsidiaries to or under any Benefit Plan under the terms of any such plan, any agreement or any applicable law have been paid within the time prescribed by any such plan, agreement or law. To the Knowledge of the Company, no amount, or any asset of any Benefit Plan, is subject to Tax as unrelated business income. Except as set forth in Section 3.13(g) of the Disclosure Letter, to the Knowledge of the Company, there are no "reportable events" (as defined in ERISA section 4043), "prohibited transactions" (as defined in ERISA section 406), breaches of fiduciary responsibility or "accumulated funding deficiencies" (as defined in ERISA section 302) have occurred with respect to any Benefit Plan for which liability could be incurred by the Company, the Subsidiaries, Purchaser, Merger Sub or the Surviving Corporation. (h) Except as disclosed in Section 3.13(h) of the Disclosure Letter, none of the Company, its Affiliates or any Subsidiary maintains or contributes to any Benefit Plan which provides, or has any liability or (z) obligation to which provide, retiree life or medical insurance to Employees or other Persons performing services for or on behalf of the Company or the Subsidiaries (or their beneficiaries) upon and/or after the last day of the calendar month in which such Person's termination of employment or other service occurs, except as may be required by federal, state or local laws, rules or regulations. (i) Except as disclosed in Section 3.13(i) of the Disclosure Letter, none of the Benefit Plans contains any provision which could result in any additional benefits, accelerated vesting and/or accelerated payments or which could subject any employee or other Person to an excise Tax or result in the loss of deductibility under sections 280G or 4999 of the Code as a result of the consummation of the transactions contemplated by this Agreement or the termination of an individual's employment thereafter and for which the Company, the Subsidiaries, Purchaser or the Surviving Corporation would be liable. (j) Since the effective date of the documents provided in accordance with Section 3.13(d) above, no commitments have been made by the Company, any of its Affiliates, the Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) to amend any employment contracts Benefit Plan or consultancy agreements for employees or consultants who are natural persons that (A) do not to provide for severance, retention, change in control, transaction bonus or other material compensation or increased benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsthereunder.

Employee Benefit Plans. (a) Section 3.11(a3.12(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “For purposes of this agreement, the term Company Benefit Plan” shall mean each Plan means each: (i) “employee benefit plan” as defined in Section 3(3) of ERISA, whether written or unwritten, and whether or not subject to ERISA and ERISA, (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, individual consulting, end of service service, separation or severance, termination protection, change in control, transaction bonus, retentionretention or similar plan, agreement, arrangement, program or policy; or (iii) other benefit or compensation plan, program, contract, agreement, policy or arrangement providing for pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, supplemental unemployment, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, and other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangementplans, in each case, that are either (xA) that is sponsored, maintained, administered, contributed to, participated in required to be contributed to or entered into by the Company or its Subsidiaries for the current or future benefit of any current or former director, officer, employee or individual independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), ) or (yB) under or with respect to which the Company or any of its Subsidiaries has any current or contingent liability or (z) to which the Company or any of its Subsidiaries is a partyobligation; provided, for the avoidance of doubt, provided that the following Company Benefit Plans need not be specifically set forth on Section 3.11(a3.12(a) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons contract with an employee below the level of Senior Vice President that (A1) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are is in all material respects consistent with a standard form previously made available to Parent where and (2) under which the severance period or required notice of termination provided is not in excess of thirty ninety (3090) days or such longer period as is required under local Law, and (ii) plans any consultancy agreement that may be terminated without penalty on thirty (30) days of notice or arrangements less, and (iii) any plan or arrangement sponsored or maintained by a Governmental Entity. True correct and complete copies of each material Company Benefit Plan document and (1) all material contracts relating thereto (including all trust agreements, insurance, funding or annuity contracts, investment management agreements, record keeping agreements), (2) the most recent determination, advisory, notification or opinion letter of the IRS, if applicable, (3) the most recent summary plan description or member booklet, (4) any coverage and non-discrimination testing results for the three (3) most recent years, and (5) all material written correspondence relating to any audit, investigation or correction associated with any Company Benefit Plan that is ongoing as of the date hereof have been provided to Parent (other than those Company Benefit Plans that are publicly available). (i) Each Company Benefit Plan is and has been established, maintained, funded, and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code and no event has occurred and no condition exists that has subjected or would reasonably be expected to subject the Company or its Subsidiaries to any material Tax, fine, lien, penalty, or other liability imposed by applicable Law with respect to the Company Benefit Plans. (ii) Each Company Benefit Plan which is or was intended to qualify under Section 401(a) of the Code has received a current favorable determination letter or is the subject of an opinion or advisory letter from the IRS as to its qualified status and no fact or event has occurred that would reasonably be expected to cause the loss of the Tax qualified status of any such Company Benefit Plan or the Tax exempt status of any associated trust. (iii) There has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption or that has been corrected in full in accordance with applicable Law) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Benefit Plan, that would reasonably be expected to be material. (iv) With respect to any Company Benefit Plan intended to be a qualified employee stock ownership plan (“ESOP”) and except as would not reasonably be expected to result in material liability: (A) all “employer securities” (as defined in Section 407(d)(1) of ERISA) at any time held by the ESOP have at all times been “employer securities” as defined in Section 409(l) of the Code and “qualifying employer securities” as defined in Section 4975(e)(8) of the Code and Section 407(d)(5) of ERISA, (B) neither the ESOP nor any fiduciary (as defined in Section 3(21) of ERISA) of the ESOP has at any time engaged in any non-exempt prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to the ESOP, (C) the ESOP has at all times been maintained in form and in operation in compliance with Sections 401(a) and 4975 of the Code, and (D) any transaction to which the ESOP was at any time a party involving the purchase, sale or exchange of any security complied in all respects with the applicable requirements of ERISA and the Code, including Section 3(18) of ERISA. (v) With respect to each Company Benefit Plan that is subject to the Laws of a jurisdiction other than the United States (whether or not United States Law also applies) (a “Non-U.S. Plan”), (i) all employer and employee contributions to each Non-U.S. Plan required by Law or by the terms of such Non-U.S. Plan have been timely made, or, if applicable, accrued in accordance with normal accounting practices, (ii) each Non-U.S. Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities, (iii) no Non-U.S. Plan is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA), and (iv) there are no unfunded or underfunded liabilities with respect to any Non-U.S. Plan. (vi) With respect to the Sharesave Plan, and except as would not reasonably be expected to result in material liability: (A) the Sharesave Plan qualifies as a save-as-you-earn option scheme under Chapter 7, Part 7 and Schedule 3 of ITEPA (the “XXXX Rules”), (B) has met and continues to meet all requirements to qualify as a save-as-you-earn option scheme under the XXXX Rules, and the Company is not aware of any circumstances which are likely to cause the Sharesave Plan to cease to meet such requirements and (C) has been validly self-certified to HMRC within the applicable time frames. The market value of the shares subject to each option granted under the Sharesave Plan were agreed with HMRC prior to the grant of the relevant option, and the Company provided HMRC with accurate and detailed information in relation to the Company at the time the relevant valuation was sought. No Sharesave Plan participant has exceeded the £500 per month maximum limit in respect of all their awards granted in relation to the Sharesave Plan. (vii) No Proceeding has been brought, or to the Knowledge of the Company is threatened, against or with respect to any such Company Benefit Plan, including any audit or inquiry by the IRS or United States Department of Labor, HMRC or the United Kingdom Pensions Regulator (other than routine benefits claims). (c) No Company Benefit Plan is or was within the past six (6) years, and neither the Company, any of its Subsidiaries or any of their respective ERISA Affiliates sponsors, maintains, contributes to, has any obligation to contribute to, or has or is reasonably expected to have any current or contingent liability or obligation under or with respect to: (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA) or other “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, (ii) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, or (iii) a “multiple employer plan” as described in Section 413(c) of the Code. Neither the Company nor any of its Subsidiaries has any current or contingent liability or obligation as a consequence of at any time being considered a single employer with any other Person under Section 414 of the Code. Neither the Company nor any of its Subsidiaries: (A) has any obligation to provide an enhanced early retirement benefit or an enhanced pension on redundancy to any Service Provider pursuant as a result of the operation of the United Kingdom Transfer of Undertakings (Protection of Employment) Regulations 2006, (B) is or has at any time been an employer in relation to any “occupational pension scheme” that is not a “money purchase scheme” (each as defined in section 181 of the United Kingdom Pension Schemes Act 1993), (C) is or has at any time in the last six (6) years ever been “associated” or “connected” (each as defined in section 51(3) of the United Kingdom Pensions Act 2004) with an employer of an occupational pension scheme that is not a money purchase scheme; or (D) maintains or contributes to any plan or arrangement that is a “multi-employer scheme” (as defined in section 75A of the United Kingdom Pensions Act 1995). No Company Benefit Plan is or was within the past six (6) years, and neither the Company, any of its Subsidiaries has or is reasonable expected to have any liability under (i) a “registered pension plan”, (ii) a “multi-employer pension plan”, (iii) a “retirement compensation arrangement” or (iv) an “employee life and health trust”, in each case as defined in the Income Tax Act (Canada). (d) Neither the execution of this Agreement nor the consummation of the Transactions (alone or in conjunction with any other event, including any termination of employment) will (i) entitle any current or former Service Provider to any additional material compensation or benefit (including any bonus, retention or severance pay) under any of the Company Benefit Plans or otherwise, or (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under any of the Company Benefit Plans. (e) No Company Benefit Plan provides post-employment or post-service, medical, disability or life insurance benefits to any former employee or their dependents or other Person, other than (i) as required by Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA the full cost of which is borne by the employee or former employee (or any beneficiary of the employee or former employee), (ii) benefits provided during any period during which the former employee is receiving severance pay or (iii) for coverage through the end of the month in which a termination of employment occurs. Neither the Company nor any of its Subsidiaries has incurred (whether or not assessed) any material Tax or penalty under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code and no circumstances exist that could result in the imposition of any such Tax or penalty. (f) All contributions (including all employer contributions and employee salary reduction contributions), premiums and benefit payments under or in connection with the Company Benefit Plans that are required to have been made in accordance with the terms of the Company Benefit Plans or any applicable Law without discretion as Laws have been timely made or properly accrued in all material respects. (g) No payment, benefit or other right that will be made or provided in connection with the Merger (whether alone or in conjunction with any other event, whether contingent or otherwise) will result in a parachute payment within the meaning of Section 280G of the Code. (h) Neither the Company nor any of its Subsidiaries has any obligation to gross-up or indemnify any individual with respect to any Tax under Section 409A or 4999 of the level Code. (i) Each Company Benefit Plan that provides deferred compensation subject to Section 409A of benefitsthe Code satisfies in form and operation the requirements of Section 409A(a) of the Code and the guidance thereunder (and has satisfied such requirements for the entire period during which Section 409A of the Code has applied to such Company Benefit Plan).

Employee Benefit Plans. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth a true true, complete and complete correct list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in Section 3(3) of ERISA, whether written or unwritten, and whether or not subject to ERISA and (ii) each other employment or employee benefit plan, program, policy, practice, policyor other arrangement providing benefits to any current or former employee, arrangement, officer or agreementdirector of Company or any of its Subsidiaries or any beneficiary or dependent thereof that is sponsored or maintained by Company or any of its Subsidiaries or to which Company or any of its Subsidiaries contributes or is obligated to contribute, whether written or unwrittennot written, including without limitation any compensationemployee welfare benefit plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, employmentas amended (“ERISA”), consultingany employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any equity purchase plan, end of service or severanceoption, termination protection, change in control, transaction equity bonus, retentionphantom equity or other equity plan, profit sharing, bonus, retirement (including compensation, pension, retirementhealth, profit-sharingmedical or life insurance benefits), deferred compensation, stock optionexcess benefit, equity or equity-based incentive compensation, stock purchaseseverance, employee stock ownershipchange in control or termination pay, vacation, holiday pay hospitalization or other paid time offmedical or dental, bonus life or other incentive plansinsurance (including any self-insured arrangements), medicalsupplemental unemployment, retiree medicalsalary continuation, vision, dental sick leave or other health plansleave of absence benefits, life insurance plansshort- or long-term disability, or vacation benefits plan or any other employee benefit plans agreement or fringe benefit plans policy or other similar compensation arrangement providing employee benefits, employment-related compensation, fringe benefits or employee benefit planother benefits (whether qualified or nonqualified, program funded or arrangement, unfunded) (whether or not listed in each case, (xSection 3.11(a) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of any current or former director, officer, employee or independent contractor or consultant of the Company Disclosure Schedule, each an “Employee Benefit Plan”). (b) With respect to each Employee Benefit Plan, Company has delivered or made available to Purchaser a true, correct and complete copy of: (i) each writing constituting a part of such Employee Benefit Plan, including without limitation all plan documents, employee communications, benefit schedules, formal or informal trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) all investment policy statements or guidelines, delegations and charters related to any Employee Benefit Plan; (iv) the current summary plan description and any material modifications thereto, if any; (v) the most recent annual financial report, if any; (vi) the most recent actuarial report, if any; and (vii) the most recent determination letter from the IRS, if any. Except as specifically provided in the foregoing documents delivered or made available to Purchaser, there are no amendments to any Employee Benefit Plan that have been adopted or approved nor has Company or any of its Subsidiaries who undertaken to make any such amendments or to adopt or approve any new Employee Benefit Plan. No Employee Benefit Plan is maintained outside the jurisdiction of the United States, or covers any employee residing or working outside of the United States. (c) Each Employee Benefit Plan intended to qualify under Section 401(a) of the Code and each related trust intended to qualify under Section 501(a) of the Code either has received a natural person (eachfavorable determination, a “Service Provider”)opinion, (y) notification or advisory letter from the IRS with respect to which each such Employee Benefit Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation for the most recent cycle applicable to such qualified plan pursuant to Revenue Procedure 2005-66 (as amended or otherwise revised by subsequent IRS guidance), any such letter has not been revoked (nor has revocation been threatened) and no fact or event has occurred since the date of such letter or letters from the IRS that could reasonably be expected to adversely affect the qualified status of any such Employee Benefit Plan or the exempt status of any such trust. (d) With respect to each Employee Benefit Plan, Company and its Subsidiaries have complied, and are now in substantial compliance with all provisions of ERISA, the Code and all laws and regulations applicable to such Employee Benefit Plans and each Employee Benefit Plan has been administered in all material respects in accordance with its terms. There is not now, nor do any circumstances exist that could reasonably be expected to give rise to, any requirement for the posting of security with respect to any Employee Benefit Plan or the imposition of any lien on the assets of Company or any of its Subsidiaries under ERISA or the Code. None of the Company or any of its Subsidiaries has engaged in a transaction with respect to any liability or (z) to which applicable Employee Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Company or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (e) All contributions required to be made to any Employee Benefit Plan by applicable law or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Employee Benefit Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the financial statements. Each Employee Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA is either (i) funded through an insurance company contract and is not a “welfare benefit fund” with the meaning of Section 419 of the Code or (ii) unfunded. (f) No Employee Benefit Plan is a party“multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) 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 (a “Multiple Employer Plan”); provided(ii) none of Company or its Subsidiaries nor any of their respective ERISA Affiliates has, for at any time during the avoidance last six years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan; (iii) none of doubtCompany and its Subsidiaries nor any of their respective ERISA Affiliates has incurred any Withdrawal Liability that has not been satisfied in full; and (iv) no Employee Benefit Plan is subject to Title IV or Section 302 of ERISA. “ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that the following need not be set forth on is a member of a group described in Section 3.11(a414(b), (c), (m) or (o) of the Company Disclosure Schedule: (iCode or Section 4001(b)(1) any employment contracts of ERISA that includes the first entity, trade or consultancy agreements for employees business, or consultants who are natural persons that (Ais a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided ERISA. “Withdrawal Liability” means liability to a Service Provider pursuant to applicable Law without discretion Multiemployer Plan as to the level a result of benefitsa complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA.

Employee Benefit Plans. (a) Section 3.11(aPart 2.20(a)(i) of the Company Seller Disclosure Schedule Letter sets forth a true and complete correct list of each material Company Benefit Plan. “Company Benefit Plan” shall mean bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stock, performance, retirement, thrift, savings, stock bonus, cafeteria, paid time off, perquisite, fringe benefit, vacation, severance, termination, retention, change of control, disability, death benefit, hospitalization, medical or other welfare benefit or other plan, program, arrangement or understanding, whether oral or written, formal or informal, funded or unfunded (whether or not legally binding), including, without limitation, each (i) “employee pension benefit plan” (as defined in Section 3(33(2) of ERISA, whether written or unwrittennot subject to ERISA) (a “Pension Plan”) and “employee welfare benefit plan” (as defined in Section 3(1) of ERISA, and whether or not subject to ERISA and ERISA) (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreementa “Welfare Plan”), whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangementnot subject to the United States law, in each case, (x) that is sponsored, maintained, administered, case maintained or contributed to, participated in or entered into required to be maintained or contributed to, by the Company Seller or any of its Subsidiaries for or any other person or entity that, together with Seller, is or was treated as a single employer under Section 414(b), (c), (m) or (o) of the current Code (each, together with Seller, a “Commonly Controlled Entity”) providing compensation or future benefit of benefits to any current or former director, officer, employee or independent contractor or consultant employees of the an Acquired Company or its Subsidiaries who is a natural person any Bank Channel Employee (eacheach such plan, a “Service ProviderPlan” and, collectively, the “Plans”) that is a material Plan, other than the Acquired Company Plans. Part 2.20(a)(ii) of the Seller Disclosure Letter sets forth a true and correct list of each Acquired Company Plan. With respect to each Acquired Company Plan and other material Plan, Seller has delivered to Parent complete and correct copies of such Plan (or a description of such Plan if not written). To the extent applicable to an Acquired Company Plan, Seller has delivered to Buyer complete and correct copies of all trust agreements, insurance contracts or other funding agreements or arrangements, the three most recent actuarial and trust reports, the three most recent Form 5500s required to have been filed with the IRS and all schedules thereto, the most recent IRS determination letter, all current summary plan descriptions, and any and all amendments to any such document. To the knowledge of Seller, each item described in the immediately preceding sentence was as of its date and is true and correct in all material respects. (b) Each Plan intended to be qualified under Section 401(a) of the Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS with respect to all tax law changes through the Economic Growth and Tax Relief Reconciliation Act of 2001 as to its qualification under the Code and to the effect that each such trust is exempt from taxation under Section 501(a) of the Code. No such determination letter has been revoked, and, to the knowledge of Seller, revocation has not been threatened. No event has occurred and no circumstances exist that would (i) be reasonably likely to adversely affect (x) such qualification or tax-exempt status in form or operation or (y) the tax-qualification of such Plan, or (ii) materially increase its cost or require security under Section 307 of ERISA. (c) Each of the Acquired Company Plans has been operated and administered in compliance in all material respects with its terms. Each Acquired Company and all the Acquired Company Plans are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other Applicable Laws. All contributions required to be made to any Acquired Company Plan have been timely made or properly accrued on the Non-Insurance Financial Statements or the Insurance Subsidiary Statements. There are no pending or, to the knowledge of Seller, threatened investigations by any Governmental Entity, termination proceedings or other claims (except routine claims for benefits payable under the Plans) by or on behalf of any employee or beneficiary under any Acquired Company Plan, or otherwise involving any such Acquired Company Plan or the assets of any Acquired Company Plan and there are not any facts or circumstances that could give rise to any material liability in the event of any such investigation, claim or proceeding. All reports, returns and similar documents with respect to the Acquired Company Plans required to be filed with any Governmental Entity or distributed to any Acquired Company Plan participant have been duly and timely filed or distributed and all reports, returns and similar documents actually filed or distributed were true and correct in all material respects. (d) Except as expressly provided in Section 4.6, with respect to any Plan (other than any Acquired Company Plan), there is no liability which could reasonably be expected to become a liability of Parent, Buyer and its Subsidiaries (including the Acquired Companies) following the Closing. No Commonly Controlled Entity has (i) engaged in a transaction described in Section 4069 of ERISA that could subject Parent, Buyer or any of its Subsidiaries (including each Acquired Company) to liability at any time after the date hereof or (ii) acted in a manner that could, or failed to act so as to, result in material fines, penalties, taxes or related charges under (x) Section 502(c), (i) or (1) of ERISA, (y) Section 4071 of ERISA or (z) Chapter 43 of the Code. (e) No amount or other entitlement or economic benefit that could be received (whether in cash or property or the vesting of property) as a result of the execution or delivery of this Agreement or any of the transactions contemplated by this Agreement (alone or in combination with any other event, including termination of employment) by any current or former employees of an Acquired Company or any Bank Channel Employee who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any Plan or Contract or Other Agreement or otherwise would be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code) and no such disqualified individual is entitled to receive any additional payment from an Acquired Company in the event that the excise tax required by Section 4999(a) of the Code is imposed. (f) No Acquired Company Plan (i) is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code or (ii) is a multiemployer plan as defined in Section 4001(a)(3) of ERISA (a “Multiemployer Plan”), and no employee benefit plan (that would be treated as an Acquired Company Plan if it were still in existence) described in the immediately preceding clause (i) or (ii) has been terminated within the six years prior to the date hereof, the liabilities of which have not been satisfied in full. (g) With respect to each Plan that is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code: (i) no reportable event (within the meaning of Section 4043 of ERISA, other than an event for which the reporting requirements have been waived by regulations) has occurred in the six (6) years prior to the date hereof or is expected to occur on or prior to the Closing; (ii) there has been no application for waiver and has been no accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Plan; (iii) no Commonly Controlled Entity has been required to provide security under Section 401(a)(29) of the Code; (iv) all premiums (and interest charges and penalties for late payment, if applicable) have been paid when due to the Pension Benefit Guaranty Corporation (“PBGC”); and (v) no filing has been made with the PBGC and no proceeding has been commenced by the PBGC to terminate any Plan and no condition exists which could constitute grounds for the termination of any such Plan by the PBGC. (h) No Acquired Company has any unsatisfied actual or contingent liability under Title IV of ERISA for any employee benefit plan that is not a Plan. (i) No “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred that involves the assets of any Acquired Company Plan that could subject any Acquired Company or any of its Subsidiaries has Subsidiaries, any liability of their employees, or, to the knowledge of Seller, a trustee, administrator or (z) other fiduciary of any trust created under any Acquired Company Plan to which the tax or sanctions on prohibited transactions imposed by Section 4975 of the Code or Title I of ERISA; no Acquired Company or any of its Subsidiaries Subsidiaries, any of their employees, or, to the knowledge of Seller, a trustee, administrator or other fiduciary of any Acquired Company Plan or any agent of any of the foregoing has engaged in any transaction or acted in a manner that could, or has failed to act so as to, subject any Acquired Company or any of its Subsidiaries, any of their employees or any trustee, administrator or other fiduciary to any liability for breach of fiduciary duty under ERISA or any other applicable Law. (j) No Acquired Company Plan that is a party; provided, for Welfare Plan provides benefits after termination of employment except where the avoidance of doubt, that cost thereof is borne entirely by the following need not be set forth on former employee (or his or her eligible dependents or beneficiaries) or as required by Section 3.11(a4980B(f) of the Code or any similar statute. (k) No current or former employee of any Acquired Company Disclosure Schedule: (i) or any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severanceBank Channel Employees will be entitled to any additional compensation, retention, change in control, transaction bonus severance or other material benefits or any acceleration of the time of payment or vesting of any compensation or benefits under any Plan or Contract or Other Agreement as a result of the transactions contemplated hereby (Balone or in combination with any other event) are or any compensation or benefits under any Plan or Contract or Other Agreement the value of which will be calculated on the basis of any of the transactions contemplated hereby (alone or in all combination with any other event), except as expressly provided in this Agreement. The execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (alone or in combination with any other event) and compliance with the provisions of this Agreement and the other Transaction Documents do not and will not require the funding (whether through a grantor trust or otherwise) of, or increase the cost of, any Plan or Contract and Other Agreement or any other employment arrangement. (l) No Acquired Company has any material respects consistent with liability or obligations, including under or on account of a standard form previously made available Plan or Contract or Other Agreement, arising out of the hiring of persons to Parent where the severance period provide services and treating such persons as consultants or required notice of termination provided is independent contractors and not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsemployees.

Employee Benefit Plans. (a) Section 3.11(a3.14(a) of the Company Disclosure Schedule sets forth a true complete, accurate and complete current list of each material Company Benefit Plan. “Company Benefit Plan” shall mean deferred compensation and each (i) “employee benefit plan” as defined in Section 3(3) of ERISA, whether written bonus or unwritten, and whether or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based incentive compensation, stock purchase, employee stock ownershipoption and other equity compensation plan, vacationprogram, holiday pay agreement or arrangement, each severance or termination pay, medical, surgical, hospitalization, life insurance and other paid time off“welfare” plan, fund or program (within the meaning of section 3(1) of ERISA); each profit-sharing, stock bonus or other incentive plans“pension” plan, medicalfund or program (within the meaning of section 3(2) of ERISA), retiree medicaleach employment, visiontermination, dental change in control or severance agreement; and each other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or material employee benefit plan, program fund, program, agreement or arrangement, ; in each case, (x) that is sponsored, maintainedmaintained or contributed to or required to be contributed to by Parent or by any trade or business, administeredwhether or not incorporated (an “ERISA Affiliate”), contributed that together with Parent would be deemed a “single employer” within the meaning of section 4001(b) of ERISA, or to which Parent or an ERISA Affiliate is a party, whether written or oral, for the benefit of any employee or former employee of any of the MGM Acquired Entities (collectively, the “Plans”). Section 3.14(a) of the Disclosure Schedule sets forth each of the Plans that is subject to section 302 or Title IV of ERISA or section 412 of the Code (collectively, the “Title IV Plans”). None of the MGM Acquired Entities or any ERISA Affiliate has any legally binding or publicly announced commitment or formal plan to create any additional employee benefit plan or modify or change any existing Plan that would affect any employee or former employee of any of the MGM Acquired Entities. (b) With respect to each Plan, Parent has delivered or made available to Purchaser complete, accurate and current copies of each of the following documents: (i) a copy of the Plan and any amendments thereto (or if the Plan is not a written Plan, a written description of the material terms thereof); (ii) a copy of the two most recent annual reports and actuarial reports, if required under ERISA, and the most recent report (if any) prepared with respect thereto in accordance with Statement of Financial Accounting Standards No. 87; (iii) a copy of the most recent Summary Plan Description required under ERISA with respect thereto; (iv) if the Plan is funded through a trust or any third-party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof (if any); and (v) the most recent determination letter received from the IRS with respect to each Plan intended to qualify under section 401 of the Code. (c) No material Liability under Title IV or Section 302 of ERISA has been incurred by Parent or any ERISA Affiliate that has not been satisfied in full within the period permitted by applicable Law. (d) To the knowledge of Parent or any ERISA Affiliate, the Pension Benefit Guaranty Corporation has not instituted proceedings to terminate any Title IV Plan and no condition exists that presents a material risk that such proceedings will be instituted. (e) Except as set forth in Section 3.14(e) of the Disclosure Schedule with respect to each Title IV Plan, the present value of accrued benefits under such plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan’s actuary with respect to such plan did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (f) No Title IV Plan or any trust established thereunder has incurred any “accumulated funding deficiency” (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each Title IV Plan ended prior to the Closing Date. (g) As of the date of this Agreement, all contributions required to be made on or before December 31, 2002 with respect to any Plan have been timely made, or are reflected on the audited, consolidated balance sheet (or the notes thereto) of Parent contained in its Form 10-K for the fiscal year ended December 31, 2002 filed with the SEC on March 26, 2003 to the extent such contributions were required to have been so reflected by the Exchange Act. All contributions required to be made with respect to any Plan from and after the date of this Agreement and prior to the Closing Date will have been timely made, or will be reflected on the most recent balance sheet (or the notes thereto) of Parent contained in an Exchange Act filing with the SEC to the extent such contributions were required to have been so reflected by the Exchange Act. There has been no amendment to, participated written interpretation of or announcement (whether or not written) by Parent or any ERISA Affiliate relating to, or change in employee participation or entered into by coverage under, any Plan that would increase materially the Company expense of maintaining such Plan above the level or its Subsidiaries expense incurred in respect thereof for the current Parent’s most recent fiscal year ended prior to the date of this Agreement. (h) If any Title IV Plan is a “multiemployer pension plan,” (i) neither Parent nor any ERISA Affiliate has made or future benefit suffered a “complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in sections 4203 and 4205 of ERISA (or any Liability resulting therefrom has been satisfied in full), (ii) no event has occurred that presents a material risk of a partial withdrawal, (iii) neither Parent nor any ERISA Affiliate has any contingent Liability under section 4204 of ERISA and (iv) to the knowledge of Parent or any ERISA Affiliate, no circumstances exist that present a material risk that any Title IV Plan will go into reorganization. (i) 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 director, officerofficer or employee of any MGM Acquired Entity to severance pay, employee unemployment compensation or independent contractor any other payment or consultant distribution, (ii) accelerate the time of payment or vesting (other than the Company or its Subsidiaries who is a natural person (each, a “Service Provider”vesting of equity awards granted under any Plan), or increase, the amount of compensation due any such director, officer or employee, (yiii) result in the forgiveness of any Indebtedness with respect to which the Company any such director, officer or any of its Subsidiaries has any liability employee or (ziv) result in the obligation to which the Company fund benefits with respect to any such director, officer or any employee. (j) There has been no material failure of its Subsidiaries a Plan that is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(agroup health plan (as defined in section 5000(b)(1) of the Company Code) to meet the requirements of section 4980B(f) of the Code with respect to a qualified beneficiary (as defined in section 4980B(g) of the Code). Neither Parent nor any ERISA Affiliate has contributed to a nonconforming group health plan (as defined in section 5000(c) of the Code) and neither Parent nor any ERISA Affiliate of Parent has incurred a Tax under section 5000(a) of the Code that is or could become a Liability of Purchaser or the MGM Acquired Entities. (k) Except for the employment agreements and the multiemployer plans set forth in Section 3.14(a) of the Disclosure Schedule: , as of the Closing Date, the MGM Acquired Entities have no Liabilities with respect to the Plans. (il) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where No amounts payable under the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required Plans will fail to be provided to a Service Provider pursuant to applicable Law without discretion as to deductible for federal income tax purposes by virtue of Section 280G of the level of benefitsCode.

Employee Benefit Plans. (a) Section 3.11(a) of the The Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “does not sponsor, maintain, or contribute to any employee benefit plan” as defined in , within the meaning of Section 3(3) of ERISA, or have any liability contingent on termination of a pension plan (as defined in Section 3(2) of ERISA) subject to Section 412 of the Code or Section 302 or Title IV of ERISA or any liability contingent on withdrawal from a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) subject to Title IV of ERISA. Except as set forth on Schedule 3.16(a), the Company does not sponsor, maintain, have a commitment to create, and does not have any unsatisfied liability with respect to any bonus or other incentive plan, deferred compensation plan, fringe benefit plan, severance plan, any employment agreement or consulting agreement, change in control agreement, or other similar plan, agreement, policy or understanding whether written formal or unwritteninformal, whether legally binding, whether funded or unfunded and whether or not subject to ERISA and (ii) each other employment terminated, for any present or former employee of the Company or employee benefit of Seller or its Affiliates who devotes (or devoted as the case may be) a majority of his or her working hours to the Company, any present or former director, consultant or agent (or for their respective spouses, dependents or beneficiaries) of the Company (each such plan, program, practice, policy, arrangement, or agreement, whether written policy or unwrittenunderstanding set forth or required to be set forth on Schedule 3.16(a) hereinafter individually a “Plan” and collectively the “Plans”). (b) Seller has delivered to Purchaser a true, correct and complete copy of each writing constituting a part of a Plan, including any compensationall plan documents (and all amendments thereto). Seller has delivered to Purchaser a true, correct and complete copy of each individual employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity control or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect compensatory Contract to which the Company or any of its Subsidiaries has Affiliates is a party with respect to any employee of the Company or employee of Seller or its Affiliates who devotes a majority of his or her working hours to the Company. (c) All Plans have been administered in accordance with their terms and applicable Law, except as would not reasonably be expected to result in material liability of the Company. (d) Except as set forth on Schedule 3.16(d), the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee, officer, director or consultant of the Company or any current or former employee, officer, director or consultant of Seller or its Affiliates who devotes (or devoted as the case may be) a majority of his or her working hours to the Company, to severance pay, change in control payments, unemployment compensation or any other payment, (ii) accelerate the time of payment, or increase the amount of compensation or benefit due, any such employee, officer, director or consultant, (iii) cause any amounts payable with respect to any Plan to fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code or Section 162(m) of the Code or (ziv) to result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available. No current or former employee, officer, director or consultant of the Company or any of its Subsidiaries Affiliates is a party; providedentitled to receive any additional payment from the Company or any of its Affiliates by reason of the excise Tax required by Section 4999(a), Section 409A or Section 457A of the Code being imposed on such Person by reason of the transactions contemplated by this Agreement or otherwise. (e) Except as would not reasonably be expected to result in material liability of the Company, all contributions, payments and premiums with respect to the Plans have been timely made when due, and all contributions for all periods ending prior to the avoidance of doubtClosing Date have been, that or shall be, timely paid prior to the following need not be Closing Date. (f) Except as set forth on Section 3.11(a) Schedule 3.16(f), there is no provision in any Plan, and there has been no act or omission by Seller or the Company, that could impair the ability of the Company Disclosure Schedule: (ior any successor thereto) to unilaterally amend or terminate any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsPlan.

Employee Benefit Plans. (a) Section 3.11(a2.16(a) of the Company Chaparral Disclosure Schedule sets forth Schedules lists, with respect to Chaparral and any trade or business (whether or not incorporated) which is treated as a true and complete list single employer with Chaparral within the meaning of each material Company Benefit Plan. Section 414(b), (c), (m) or (o) of the Code (an “Company Benefit Plan” shall mean each ERISA Affiliate”): (i) “all employee benefit plan” plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether written or unwritten, and whether or not subject to ERISA and (ii) each loans to managers, officers, directors or employees other employment or employee benefit planthan advances for expense reimbursements incurred in the ordinary course of business consistent with past practices and any securities option, programsecurities stock purchase, practicephantom securities, policysecurities appreciation right, arrangementequity-related, or agreementsupplemental retirement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protectionsabbatical, change in controlmedical, transaction dental, vision care, disability, employee relocation, cafeteria benefit (Code Section 125) or dependent care (Code Section 129), life insurance or accident insurance plans, programs, agreements or arrangements, (iii) all bonus, retention, pension, retirement, profit-profit sharing, savings, deferred compensation, stock option, equity compensation or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medicalprograms, retiree medicalpolicies, visionagreements or arrangements, dental or (iv) other health plansfringe, life insurance plansperquisite, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit planplans, program programs, policies, agreements or arrangement, in each case, arrangements and (xv) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of any current or former employment, consulting, change of control, retention or executive compensation, termination or severance plans, programs, policies, agreements or arrangements, written or otherwise, as to which unsatisfied liabilities or obligations (contingent or otherwise) remain for the benefit of, or relating to, any present or former employee, consultant, manager or director, officeror which could reasonably be expected to have any liabilities or obligations (together, employee or independent contractor or consultant the “Benefit Plans”). (b) Any Chaparral Benefit Plan intended to be qualified under Section 401(a) of the Company Code has either obtained from the Internal Revenue Service (“IRS”) a current favorable determination letter as to its qualified status under the Code, or its Subsidiaries who has applied 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 letter has been obtained by the plan sponsor and is a natural person valid as to the adopting employer. (eachc) To the knowledge of Chaparral, a there has been no “Service Provider”)prohibited transaction,” as such term is defined in Section 406 of ERISA and Section 4975 of the Code, (y) by Chaparral or any Subsidiary or by any trusts created thereunder, any trustee or administrator thereof or any other Person, with respect to which the Company or any of its Subsidiaries has any liability or (z) Chaparral Benefit Plan. Except as would not reasonably be expected to which the Company or any of its Subsidiaries is have a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure ScheduleMaterial Adverse Effect: (i) each Chaparral Benefit Plan has been administered in accordance with its terms and in compliance with the requirements prescribed by any employment contracts or consultancy agreements for employees or consultants who are natural persons that and all applicable Laws (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where including ERISA and the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local LawCode), and (ii) plans or arrangements Chaparral and each ERISA Affiliate have performed all obligations required to be performed by them under, are not in any respect in default under or violation of, and have no knowledge of any default or violation by any other party to, any of the Chaparral Benefit Plans. All contributions and premiums required to be made by Chaparral or any ERISA Affiliate to any Chaparral Benefit Plan have been made on or before their due dates, including any legally permitted extensions. No Action is pending, or to the knowledge of Chaparral or any Subsidiary is threatened, against or with respect to any such Chaparral Benefit Plan, including any audit or inquiry by the IRS, United States Department of Labor (the “DOL”) or other Governmental Authority (other than as would not reasonably be expected to have a Material Adverse Effect). Each Chaparral Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code and any awards thereunder, in each case that is subject to Section 409A of the Code, has been operated in good faith compliance, in all material respects, with Section 409A of the Code since January 1, 2007. (d) Except as set forth in Section 2.16(d) of the Chaparral Disclosure Schedules or as otherwise provided in this Agreement, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with any other event or events, (i) entitle any current or former employee, manager, director or consultant of Chaparral or any Subsidiary to any payment (whether of severance pay, unemployment compensation, phantom stock plan payments (under Chaparral’s Second Amended & Restated Phantom Stock Plan, dated December 31, 2008, or otherwise), golden parachute, bonus or otherwise), (ii) accelerate, forgive indebtedness, vest, distribute, or increase benefits or an obligation to fund benefits with respect to any employee, manager, director or consultant of Chaparral or any Subsidiary, or (iii) increase the amount of compensation due any such employee, manager, director or consultant. (e) Except as set forth in Section 2.16(e) of the Chaparral Disclosure Schedules, any amounts payable under any of the Chaparral Benefit Plans or any other contract, agreement or arrangement with respect to which Chaparral or any Subsidiary may have any liability will be deductible for federal income Tax purposes by virtue of Section 162(m) or Section 280G of the Code. None of the Chaparral Benefit Plans contains any provision requiring a Service Provider gross-up pursuant to Section 280G or 409A of the Code or similar Tax provisions. (f) Except as set forth in Section 2.16(f) of the Chaparral Disclosure Schedules, no Chaparral Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees, managers, directors or consultants of Chaparral or any Subsidiary after retirement or other termination of service (other than: (i) coverage mandated by applicable Laws, (ii) death benefits or retirement benefits under any “employee pension benefit plan,” as that term is defined in Section 3(2) of ERISA, or (iii) benefits, the full direct cost of which is borne by the current or former employee, manager, director or consultant (or beneficiary thereof)). (g) Neither Chaparral nor any Subsidiary nor any ERISA Affiliate has any liability with respect to any: (i) employee pension benefit plan (within the meaning of Section 3(2) of ERISA) which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code, (ii) “multiemployer plan” as defined in Section 3(37) of ERISA or (iii) “multiple employer plan” within the meaning of Sections 4063 and 4064 of ERISA or Section 413(c) of the Code. (h) Neither Chaparral nor any Subsidiary nor any of its ERISA Affiliates has used the services or workers provided by third party contract labor suppliers, temporary employees, “leased employees” (as that term is defined in Section 414(n) of the Code), or individuals who have provided services as independent contractors to an extent that would reasonably be expected to result in the disqualification of any of the Chaparral Benefit Plans or the imposition of penalties or excise Taxes with respect to the Chaparral Benefit Plans by the IRS or the DOL. (i) All employees, managers, directors, and consultants are appropriately classified as such under applicable Law without discretion as in all material respects, and neither Chaparral nor any Subsidiary is in material violation of any applicable Law in connection with such classification or has not received notice of any possible violation from any Governmental Authority. Notwithstanding anything to the level of benefitscontrary contained elsewhere in this Agreement, Chaparral makes no representation or warranty related to any Chaparral Benefit Plan, except for those representations and warranties set forth in this Section 2.16.

Employee Benefit Plans. (aA) Section 3.11(a) Each bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, leave of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, accident, disability, workmen's compensation or other insurance, severance, separation or other employee benefit plan” as defined in , practice, policy or arrangement of any kind, whether written or oral, or whether for the benefit of a single individual or more than one individual including, but not limited to, any "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether written or unwritten, and (whether or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administeredthereto), contributed to, participated in maintained or entered into sponsored by the Company or its Subsidiaries for the current any Company Subsidiary or future benefit of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect to which the Company or any Company Subsidiary could have any liability to make contributions (collectively, the "Benefit Plans"), that is material alone or in combination with Benefit Plans of similar type, is listed on Schedule 4.18. (B) With respect to each Benefit Plan, the Company has made available to the HTI Acquisition a true and correct copy of (i) the most recent annual report (e.g., Form 5500), if any, for such Benefit Plan, (ii) any written plan document constituting or containing such Benefit Plan, (iii) each trust agreement, if any, relating to such Benefit Plan, (iv) the summary plan description, if any, for such Benefit Plan, (v) the most recent actuarial report or valuation, if any, relating to such Benefit Plan and (vi) the most recent determination letter or opinion letter, if any, from the IRS which covers such Benefit Plan, if such Benefit Plan is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"). (C) No Benefit Plan (i) is a "defined benefit plan" within the meaning of Section 3(35) of ERISA (whether or not subject thereto), (ii) is a "multiemployer plan" within the meaning of Section 3(37) of ERISA (whether or not subject thereto), (iii) is sponsored or maintained by Alleghany or any of its Subsidiaries has any liability or Affiliates (z) to which other than the Company or any of its Subsidiaries is a party; providedthe Company Subsidiaries), for the avoidance of doubt, that the following need not be or (iv) except as set forth on Schedule 4.18, provides post-retirement health or death benefit coverage (other than as required under Part 6 of Subtitle B of Title I of ERISA or Section 3.11(a) 4980B of the Company Disclosure Schedule: Code). (iD) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severanceExcept as set forth on Schedule 4.18, retentionto the Knowledge of the Company, change in control, transaction bonus or other material compensation or benefits or (B) are each Benefit Plan has at all times been maintained and administered in all material respects consistent in accordance with a standard form previously made available to Parent where its terms and with the severance period or required notice material requirements of termination provided is not in excess of thirty (30) days or such longer period as is required under local all Applicable Law, including ERISA and the Code. To the Knowledge of the Company, each Benefit Plan intended to qualify under Section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been Tax-exempt under Section 501(a) of the Code. There is no commitment or agreement (iiwhether written or oral) plans that would prevent the termination or arrangements required modification of any Benefit Plan that provides for post-retirement welfare benefits without the Company incurring any obligation or liability with respect to such termination or modification. (E) To the Knowledge of the Company, neither the Company nor any Company Subsidiary has incurred any liability (either directly, secondarily, jointly or contingently) under Title IV of ERISA or Sections 4971 through 4980G of the Code or under Section 502(i) or (1) of ERISA that has had or would have a Company Material Adverse Effect. (F) The consummation of the Merger and the other transactions contemplated by this Agreement, will not either alone or in conjunction with any other event, require any payment or benefit under any Benefit Plan that, in the absence of the transactions contemplated by this Agreement, would not be provided required, or accelerate the timing thereof. The Tax deductibility of any amount payable under any Benefit Plan will not be limited by operation of Section 280G of the Code. (G) No suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities) which has had or could reasonably be expected to result in a Service Provider pursuant to applicable Law without discretion as Company Material Adverse Effect has been brought or, to the level Knowledge of benefitsthe Company, threatened with respect to any Benefit Plan and, to the Knowledge of the Company, there are no facts or circumstances known to the Company that could reasonably be expected to give rise to any such suit, action or other litigation.

Employee Benefit Plans. Except as set forth in Section 4.28 of the ---------------------- Disclosure Schedule, there are no liens against the Purchased Assets under Section 412(n) of the Internal Revenue Code or Sections 302(f) or 4068 of ERISA. Neither Seller nor any corporation, trade, business or other entity under common control with Seller, within the meaning of Sections 414(b), (c), (m) or (o) of the Internal Revenue Code, or under Section 4001 of ERISA (an "ERISA Affiliate") is or was obligated (a) to contribute to any plan subject to Title IV of ERISA other than a multiemployer plan within the meaning of Section 3.11(a3(37) of ERISA, or (b) to any multiemployer plan within the Company Disclosure Schedule sets forth a true and complete list meaning of each Section 3(37) of ERISA for any material Company Benefit Planamount of delinquent contributions thereto or for any amount on account of any withdrawal liability. “Company Benefit Plan” shall mean each As of the Closing, Buyer will have no obligation to contribute to, or any liability in respect of, (i) “any employee benefit plan” as defined in plan within the meaning of Section 3(3) of ERISA, or (ii) any other benefit arrangement, obligation, or practice, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to one or more present or former employees, directors, agents, or independent contractors, including, without limitation, any similar employment, severance or other arrangement or policy (whether written or unwrittenoral) providing for insurance coverage (including self-insured arrangements), and whether or not subject to ERISA and (ii) each other employment or employee benefit planworkers' compensation, programdisability benefits, practicesupplemental unemployment benefits, policyvacation benefits, arrangementfringe benefits, or agreementretirement benefits, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-for profit sharing, deferred compensation, stock option, equity or equity-based compensationbonuses, stock purchaseoptions, employee stock ownership, vacation, holiday pay appreciation or other paid time off, bonus or other forms of incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit planpost-retirement insurance, program compensation or arrangementbenefits, executive compensation/severance policies or agreements, sick leave, vacation pay, any plans subject to Section 125 of the Internal Revenue Code ("Employee Benefit Plan"), sponsored or maintained by Seller or any ERISA Affiliate, or to which Seller or any ERISA Affiliate was obligated to contribute. The Seller and its ERISA Affiliates will not, in each caseconnection with the transactions contemplated by this Agreement, (x) that is sponsored, maintained, administered, contributed to, participated cease to provide any group health plan coverage to their employees in or entered into by the Company a manner which would cause Buyer to be deemed a successor employer of such Seller or its Subsidiaries for ERISA Affiliates within the current meaning of Proposed Treasury Regulations Section 54.4980B-9 Q&A8(c). There are no pending or future benefit threatened claims by or on behalf of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) Employee with respect to which any Employee Benefit Plan, other than those made in the Company ordinary operation of such plans. No Employee Benefit Plan is presently under audit or examination (nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other governmental entity, and no matters are pending with respect to any Employee Benefit Plan under the CAP or VCR programs set forth in Revenue Procedure 98-22. Section 4.28 of its Subsidiaries has any liability the Disclosure Schedule lists all Employee Benefit Plans sponsored, maintained or (z) contributed to which the Company or any of its Subsidiaries is a party; provided, by Seller for the avoidance benefit of doubtEmployees working for the Business. Seller shall deliver to Buyer any amendments, summary plan descriptions, other descriptions, plan documents or other related documents for all Employee Benefit Plans sponsored, maintained or contributed to by Seller immediately before the Closing Date for the benefit of Employees working for the Business, which shall give Buyer sufficient information about the terms and provisions of such Employee Benefit Plans to enable Buyer to satisfy its obligations under Section 11.2.1 of this Agreement. In the event that the following need not be set forth on Seller requests pursuant to Section 3.11(a11.2.1 that Buyer cause a defined contribution plan qualified under Section 401(a) of the Company Disclosure ScheduleInternal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept assets from the Hollywood Park, Inc. 401(k) Investment Plan (the "Seller 401(k) Plan"), Seller shall make the following representations regarding the Seller 401(k) Plan: (i) the Seller 401(k) Plan has received a favorable determination letter from the Internal Revenue Service which has not been revoked, and Seller has no knowledge of any employment contracts or consultancy agreements for employees or consultants who are natural persons that facts which could cause the revocation of such determination letter, (Aii) do not provide for severancethe Seller 401(k) Plan has been maintained, retentionoperated, change and administered substantially in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent accordance with a standard form previously made available to Parent where its terms and with the severance period or required notice requirements of termination provided is not in excess of thirty (30) days or such longer period as is required under local Lawthe Internal Revenue Code and ERISA, and (iiiii) plans or arrangements all required to be provided to a Service Provider pursuant to applicable Law without discretion as contributions to the level of benefitsSeller 401(k) Plan have been timely made.

Employee Benefit Plans. (a) Section 3.11(a3.10(a) of the Company Disclosure Schedule Memorandum sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in Section 3(3) of ERISA, whether written or unwritten, and whether or not subject to ERISA and (ii) each any other employment or employee benefit plan, policy, program, practice, policy, arrangement, or agreement, understanding or arrangement (whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay oral) providing material compensation or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of material benefits to any current or former director, officer, employee or independent contractor consultant (or consultant to any dependent or beneficiary thereof of the Company, which are maintained, sponsored or contributed to by the Company or any of its Subsidiaries who is a natural person (eachSubsidiaries, a “Service Provider”), (y) with respect to or under which the Company or any of its Subsidiaries has any material obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, profit-sharing, severance, termination, retention, change in control, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements (each a “Company Benefit Plan”). Neither the Company, nor to the knowledge of the Company, any other person or entity, has made any commitment to establish, modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA, the Code or other applicable Law. With respect to each Company Benefit Plan, except as set forth in Section 3.10 of the Company Disclosure Memorandum, the Company has delivered or made available to Parent true, correct and complete copies, if applicable, of (i) each Company Benefit Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, adoption agreements, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (ii) all current summary plan descriptions and amendments thereto, including any current summary of material modifications, (iii) the annual reports (Form 5500 series) for the two most recent year filed or required to be filed with the IRS with respect to such Company Benefit Plan, (iv) the two most recent actuarial reports or other financial statements relating to such Company Benefit Plan, (v) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Company Benefit Plan and any pending request for such a determination letter, (vi) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Company Benefit Plan, and (vii) all filings 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, within the current or prior two calendar years. (b) Each Company Benefit Plan has been administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and contributions required to be made under the terms of any of the Company Benefit Plans as of the date of this Agreement have been timely made or, if not yet due, have been properly reflected on the most recent balance sheet filed or incorporated by reference in the Company SEC Filings prior to the date of this Agreement. With respect to the Company Benefit Plans, no event has occurred and, to the knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company could be subject to any material liability (other than for routine benefit liabilities) under the terms of, or with respect to, such Company Benefit Plans, ERISA, the Code or any other applicable Law. (zc) Except as set forth in Section 3.10(c) of the Company Disclosure Memorandum: (i) each Company Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has either received a favorable determination letter from the IRS as to its qualified status or the remedial amendment period for such Company Benefit Plan has not yet expired, and each trust established in connection with any Company Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and, to the Company’s knowledge, no fact or event has occurred that has adversely affected or could adversely affect the qualified status of any such Company Benefit Plan or the exempt status of any such trust, (ii) to which the Company’s knowledge there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Company Benefit Plan that could result in liability to the Company or any of its Subsidiaries , (iii) no suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of the Company is threatened, against or with respect to any such Company Benefit Plan or an administrator or fiduciary thereof, including any audit or inquiry by the IRS, United States Department of Labor, the Pension Benefit Guaranty Corporation, or any other federal or state governmental agency (other than routine benefits claims), (iv) no Company Benefit Plan is a partymultiple employer pension plan (within the meaning of Section 413(c) of the Code (“Multiple Employer Plan”), a multiemployer pension plan (as defined in Section 3(37) of ERISA) (“Multiemployer Plan”) or other pension plan subject to Title IV of ERISA and none of the Company or any ERISA Affiliate has sponsored or contributed to or been required to contribute to a Multiple Employer Plan, a Multiemployer Plan or other pension plan subject to Title IV of ERISA, (v) no material liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder, (vi) none of the assets of the Company or any ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code, (vii) neither the Company nor any ERISA Affiliate has any liability under ERISA Section 502, (viii) all Tax, annual reporting and other governmental filings required by ERISA and the Code have been timely filed with the appropriate Governmental Entity and all required notices and disclosures have been timely provided to Company Benefit Plan participants, and (ix) all contributions and payments to each Company Benefit Plan are deductible under Code sections 162 or 404. (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise) will (i) entitle any current or former employee, consultant or director of the Company or any of its Subsidiaries or any group of such employees, consultants or directors to any payment; provided(ii) increase the amount of compensation or benefits due to any such employee, consultant or director; (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit, other than the Company Options; (iv) result in any “parachute payment” under Section 280G of the Code (whether or not such payment is considered to be reasonable compensation for services rendered); or (v) cause any compensation to fail to be deductible under Section 162(m) of the avoidance Code, or any other provision of doubtthe Code or any similar foreign law or regulation. (e) Except as required by Law, that no Company Benefit Plan provides any of the following need retiree or post-employment benefits to any person and there has been no communication to any current or former employee, consultant or director of the Company or any subsidiary of the Company that would reasonably be expected to promise or guarantee any such benefits on any ongoing basis: medical, disability or life insurance benefits. No Company Benefit Plan is a voluntary employee benefit association under Section 501(a)(9) of the Code. The Company and each ERISA Affiliate are in material compliance with (i) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations (including proposed regulations) thereunder and any similar state law and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder. (f) The Company does not be set forth on maintain, sponsor, contribute or have any liability with respect to any employee benefit plan, program or arrangement that provides benefits to non-resident aliens with no U.S. source income outside of the United States. (g) Section 3.11(a3.10(g) of the Company Disclosure Schedule: (i) Memorandum sets forth any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in and all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not indebtedness in excess of thirty twenty-five thousand U.S. dollars (30US$25,000) days owed by any current or former employee, consultant or director of the Company or any Subsidiary of the Company to any such longer period as is required under local Lawentity, other than travel advances and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to similar amounts arising in the level ordinary course of benefitsbusiness and consistent with past practice and the Company policies and procedures.

Employee Benefit Plans. (a) Section 3.11(a4.11(a) of the Company Disclosure Schedule hereto sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “all "employee benefit plan” plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA, whether written or unwritten"), and whether or not subject to ERISA and (ii) each all other employment or material employee benefit planor compensation arrangements, programincluding, practicewithout limitation, policyany such arrangements providing severance pay, arrangementsick leave, or agreementvacation pay, whether written or unwrittensalary continuation for disability, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharingretirement benefits, deferred compensation, stock optionbonus pay, equity or equity-based compensationincentive pay, stock purchaseoptions (including those held by directors, employee stock ownershipemployees, vacationand consultants), holiday pay or other paid time offhospitalization insurance, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plansmedical insurance, life insurance plansinsurance, other employee benefit plans scholarships or fringe benefit plans or other similar compensation or employee benefit plantuition reimbursements, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into are maintained by the Company or its Subsidiaries for the current or future benefit of Company, any current or former director, officer, employee or independent contractor or consultant subsidiary of the Company or its Subsidiaries who is a natural person any Company ERISA Affiliate (each, a “Service Provider”), (yas defined in this Section 4.11) or with respect to which the Company or Company, any subsidiary of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a party; providedCompany ERISA Affiliate has or may have any liability, for contingent or otherwise (the avoidance of doubt, that the following need not be set forth on Section 3.11(a"Company Employee Benefit Plans"). (b) None of the Company Disclosure Schedule: Employee Benefit Plans is a "multiemployer plan," as defined in Section 4001(a)(3) of ERISA (ia "Multiemployer Plan"), and neither the Company nor any subsidiary of the Company or Company ERISA Affiliate presently maintains or has maintained such a plan. (c) Except as provided in Part 6 of Title I of ERISA, neither the Company nor any employment contracts subsidiaries of the Company maintain or consultancy agreements for employees contribute to any plan or consultants who are natural persons that (A) do not arrangement which provides or has any liability to provide for severance, retention, change in control, transaction bonus life insurance or medical or other material compensation employee welfare benefits to any employee or benefits former employee upon his retirement or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice termination of termination provided is not in excess of thirty (30) days or such longer period as is required under local Lawemployment, and neither the Company nor any of its subsidiaries have ever represented, promised or contracted (iiwhether in oral or written form) plans to any employee or arrangements required to former employee that such benefits would be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsprovided.

Employee Benefit Plans. (a) Section 3.11(aSections 3.18(a) of the Company Disclosure Schedule sets forth a true complete and complete accurate list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether written or unwritten, and whether or not subject to ERISA and (ii) each all other employment employment, bonus, stock option, stock purchase or employee benefit planother equity-based, programbenefit, practice, policy, arrangement, or agreement, whether written or unwritten, including any incentive compensation, employmentprofit sharing, consultingsavings, end of service or severanceretirement (including early retirement and supplemental retirement), termination protectiondisability, change in controlinsurance, transaction bonusvacation, retention, pension, retirement, profit-sharingincentive, deferred compensation, stock optionsupplemental retirement, equity termination, retention, change of control and other similar fringe, welfare or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans plans, programs, agreement, contracts, policies or fringe benefit plans arrangements (whether or other similar compensation not in writing) maintained or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries to for the current or future benefit of or relating to any current or former director, officer, employee or independent contractor director of the Company, any of its Subsidiaries or consultant of any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries who is a natural person under Section 414 of the Code (each, a an “Service ProviderERISA Affiliate”), (y) or with respect to which the Company or any of its Subsidiaries has any liability material Liability (together the “Employee Plans”). With respect to each Employee Plan, the Company has made available to Parent complete and accurate copies of (A) the four (4) most recent annual report on Form 5500 required to have been filed for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Entity relating to any compliance issues in respect of any such Employee Plan; (F) with respect to each Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Entity with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Entity relating to the satisfaction of Legal Requirements necessary to obtain the most favorable tax treatment and (G) all amendments, modifications or supplements to any such document. (b) Neither the Company, any of the Company’s Subsidiaries nor any of their respective ERISA Affiliates has ever maintained, participated in or contributed to (or been obligated to contribute to) (i) a Employee Plan which was ever subject to Section 412 of the Code or Title IV of ERISA, (ii) a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), (iii) a “multiple employer plan” as defined in ERISA or the Code, or (ziv) a “funded welfare plan” within the meaning of Section 419 of the Code. No Employee Plan is funded by, associated with or related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code. No Employee Plan provides heath, medical or dental benefits that are not fully insured through an insurance contract. (c) Each Employee Plan has been maintained, operated and administered in compliance in all material respects with its terms and with all applicable Legal Requirements and Collective Bargaining Agreements, including the applicable provisions of ERISA, the Code and the codes of practice issued by any Governmental Entity. To the extent applicable, each International Employee Plan 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 the most favorable taxation status possible and the Company is not aware of any ground on which such approval may cease to apply. (d) Section 3.18(d) of the Company Disclosure Schedule lists each “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) sponsored or maintained by the Company and each ERISA Affiliate. Each such nonqualified deferred compensation plan has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code and IRS Notice 2005-1. No nonqualified deferred compensation plan has been “materially modified” (within the meaning of IRS Notice 2005-1) at any time after October 3, 2004. Neither the Company, any Subsidiary nor any ERISA Affiliate is a party to any agreement which would require the payment to any current or former employee, consultant or director of an amount necessary to “gross-up” such individual for any penalty tax under Section 409A of the Code. (e) To the Knowledge of the Company, no event has occurred and there currently exists no condition or set of circumstances in connection with which the Company or any of its Subsidiaries is a party; providedcould be subject to any material liability under the terms of any Employee Plan, for ERISA, the avoidance Code or codes of doubtpractice issued by any Governmental Entity, that Collective Bargaining Agreement or any other applicable Legal Requirements. Except as required by Legal Requirements, neither the following need not be Company nor any of its Subsidiaries has any plan or commitment to amend or establish any new Employee Plan or to increase any benefits under any Employee Plan. (f) Except as set forth on in Section 3.11(a3.18(f) of the Company Disclosure Schedule: , there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. (g) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or 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, which could reasonably be expected to result in the imposition of a penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (h) No Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA provides benefits to former employees of the Company or its ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Legal Requirements. (i) Each Employee Plan that is intended to be “qualified” under Section 401 of the Code has received a favorable determination or opinion letter from the IRS to such effect and, to the Knowledge of the Company, no fact, circumstance or event has occurred or exists since the date of such determination or opinion letter that would reasonably be expected to materially and adversely affect the qualified status of any employment contracts such Employee Plan. (j) All contributions, premiums and other payments required to be made with respect to any Employee Plan have been timely made, accrued or consultancy agreements reserved for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent respects. (k) Except as set forth in Section 3.18(k) of the Company Disclosure Schedule, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with a standard form previously made available to Parent where the severance period any other event, (i) result in any payment or benefit becoming due or payable, or required notice to be provided, to any director, employee or independent contractor of termination provided is not in excess the Company or any of thirty (30) days or such longer period as is required under local Lawits Subsidiaries, and (ii) plans increase the amount or arrangements value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, or (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation. Section 3.18(k) of the Company Disclosure Schedule lists each Company “disqualified individual” (as defined in Section 280G of the Code). No payment or benefit which will or may be made by the Company or its ERISA Affiliates with respect to any current or former employee or any other disqualified individual will be characterized as a Service Provider “parachute payment,” within the meaning of Section 280G(b)(2) of the Code. There is no contract, agreement, plan or arrangement to which the Company or any ERISA Affiliate is a party or by which it is bound to compensate any current or former employee or other disqualified individual for excise taxes which may be required pursuant to applicable Law without discretion as Section 4999 of the Code. (l) No deduction for federal income tax purposes has been nor is any such deduction expected by the Company to be disallowed for remuneration paid by the Company or any of its Subsidiaries by reason of Section 162(m) of the Code, including by reason of the transactions contemplated hereby. (m) All Contracts of employment or for services with any employee of the Company or any of it Subsidiaries who provide services outside the United States (“Foreign Employees”), or with any director or consultant of or to the level Company or any of its Subsidiaries can be terminated by three (3) months’ notice or less given at any time without giving rise to any claim for damages, severance pay, or compensation (other than a statutory redundancy payment applicable by virtue of Legal Requirements or compensation for unfair dismissal applicable by virtue of law or any equivalent remedy under applicable local law). (n) No promise has been made to any Foreign Employee that his defined contribution benefits under any Funded International Employee Plan will at any point in the future equate to or not be less than any particular amount. Furthermore, no International Employee Plan has liabilities, that as of the Closing Date, will not be offset in full by insurance or otherwise be fully accounted for on a basis which complies with International Accounting Standard 19 (IAS 19) (whether or not IAS 19 applies to the Company or, if relevant, any of its Subsidiaries). (o) Except as required by applicable Legal Requirements, no condition or term under any relevant Employee Plan Document exists which would prevent Parent or the Surviving Corporation or any of its Subsidiaries from terminating or amending any International Employee Plan at any time for any reason without liability to Parent or the Surviving Corporation or any of its Subsidiaries (other than ordinary administration expenses or routine claims for benefits).

Employee Benefit Plans. (a) Section 3.11(a) of the Company Disclosure Schedule Schedules sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “all employee benefit plan” plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether written or unwritten, and whether or not subject to ERISA ERISA, and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction all bonus, retentionstock option, pensionstock purchase, retirementrestricted stock, profitcash- or equity-sharingbased incentive, deferred compensation, stock optionretiree medical or life insurance, equity or equitywelfare, retirement, severance, change-based compensation, stock purchase, employee stock ownership, vacation, holiday pay in-control or other paid time off, bonus compensatory or other incentive benefit plans, medicalprograms, retiree medicalpolicies or arrangements, visionand all retention, dental bonus, employment, termination or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by severance arrangements to which the Company or any of its Subsidiaries for the current or, solely with respect to any such plan subject to Sections 412 or future benefit of any current or former director, officer, employee or independent contractor or consultant 4980B of the Company Code or its Subsidiaries who Title IV of ERISA, any of their respective ERISA Affiliates (as hereinafter defined) is a natural person (eachparty, a “Service Provider”), (y) with respect to which the Company or any of its Subsidiaries or, solely with respect to any such plan subject to Section 412 or 4980B of the Code or Title IV of ERISA, any of their respective ERISA Affiliates has any liability current or (z) future obligation, contingent or otherwise, or, solely with respect to which any such plan subject to Section 412 or 4980B of the Code or Title IV of ERISA, that are maintained, contributed to or sponsored by the Company or any of its Subsidiaries is a party; provided, or any of their respective ERISA Affiliates for the avoidance benefit of doubtany current or former employee, that officer, director or independent contractor of the following need Company or any of its Subsidiaries or any of their respective ERISA Affiliates (all such plans, programs, policies, or Contracts, whether or not be set forth on listed in Section 3.11(a) of the Company Disclosure Schedule: Schedules, collectively, the “Company Benefit Plans”). (b) The Company has delivered or made available to Parent true, correct and complete copies of the following (as applicable): (i) the written document evidencing each Company Benefit Plan or, with respect to any employment contracts such plan that is not in writing, a written description of the material terms thereof, (ii) the annual report (Form 5500), if any, filed with the IRS for the last two (2) plan years, (iii) the most recently received IRS determination letter, if any, relating to a Company Benefit Plan, (iv) the most recently prepared actuarial report or consultancy agreements financial statement, if any, relating to a Company Benefit Plan, (v) the most recent summary plan description, if any, for employees or consultants who are natural persons that such Company Benefit Plan (A) do not provide for severance, retention, change in control, transaction bonus or other descriptions of such Company Benefit Plan provided to employees) and all modifications thereto, (vi) all material compensation correspondence with the U.S. Department of Labor or benefits the IRS within the last three (3) years, (vii) all amendments, modifications or material supplements to any Company Benefit Plan, and (Bviii) any related trust agreements, insurance Contracts or documents of any other funding arrangements relating to a Company Benefit Plan. Except as specifically provided in the foregoing documents delivered or made available to Parent, there are no amendments to any Company Benefit Plans that have been adopted or approved. (c) Each Company Benefit Plan has been established, operated and administered in all material respects consistent in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Neither the Company nor any of its Subsidiaries has taken any action to take corrective action or make a standard filing under any voluntary correction program of the IRS, the U.S. Department of Labor or any other Governmental Entity with respect to any Company Benefit Plan within the past three (3) years, and neither the Company nor any of its Subsidiaries has any Knowledge of any material plan defect that would qualify for correction under any such program. (d) All contributions required to be made to any Company Benefit Plan by applicable Law or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Company Benefit Plan, for any period through the date hereof, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of the Company. (e) Each Company Benefit Plan that is in any part a “nonqualified deferred compensation plan” subject to Section 409A of the Code (A) complies and, at all times after December 31, 2008 has complied, both in form previously made available and operation, with the requirements of Section 409A of the Code and the final regulations and other applicable guidance thereunder and (B) between January 1, 2005 and December 31, 2008 was operated in good faith compliance with Section 409A of the Code, as determined under applicable guidance of the U.S. Department of the Treasury and the IRS, except where such noncompliance would not, either individually or in the aggregate, be likely to Parent where result in a material liability to the severance period Company and its Subsidiaries, taken as a whole. (f) Section 3.11(f) of the Company Disclosure Schedules identifies each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code (the “Qualified Plans”). The IRS has issued a favorable determination letter or required notice opinion letter with respect to each Qualified Plan and the related trust has not been revoked, and, to the Knowledge of termination provided is not in excess of thirty the Company, (30i) days or such longer period as is required under local Lawthere are no existing circumstances, and (ii) plans no events have occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Plan or arrangements required the related trust. No trust funding any Company Benefit Plan is intended to meet the requirements of Section 501(c)(9) of the Code. (g) No Company Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code, nor does the Company or any of its Subsidiaries or ERISA Affiliates have, or would reasonably be provided expected to incur, any liability (i) with respect to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code, or (ii) due to failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, which liability or liabilities, individually or in the aggregate, would be likely to result in a material liability to the Company and its Subsidiaries, taken as a whole. (i) No Company Benefit Plan is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) 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 (a “Multiple Employer Plan”); (ii) none of the Company and its Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the last six (6) years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan; and (iii) neither the Company nor its Subsidiaries have, or would reasonably be expected to incur, any liability (including contingent liability as a result of their relationship to an ERISA Affiliate) to a Service Provider pursuant Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA. (i) Except as set forth in Section 3.11(i) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries sponsors, has sponsored or has any obligation with respect to applicable Law without discretion any employee benefit plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees or beneficiaries or dependents thereof, except as required by Section 4980B of the Code. (j) Except as set forth on Section 3.11(j) of the Company Disclosure Schedules or as contemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of the Transactions will (either alone or in conjunction with any other event) result in, cause the vesting, exercisability or delivery of, or increase in the amount or value of, any payment, right or other benefit to any employee, officer, director or other service provider of the Company or any of its Subsidiaries, or result in any limitation on the right of the Company or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust. (k) Without limiting the generality of Section 3.11(j) and except as set forth on Section 3.11(k) of the Company Disclosure Schedules, no amount paid or payable (whether in cash, in property, or in the form of benefits) by the Company or any of its Subsidiaries in connection with the Transactions (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. No Company Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 4999 or 409A of the Code, or otherwise. (l) Neither the Company nor any of its ERISA Affiliates has engaged in any transaction described in Section 4069, 4204 or 4212 of ERISA. (m) There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been asserted or instituted, and, to the level Knowledge of benefitsthe Company, no set of circumstances exists that may reasonably give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefits Plans or the assets of any of the trusts under any of the Company Benefit Plans that could reasonably be expected to result in any material liability of the Company or any of its Subsidiaries to the Pension Benefit Guaranty Corporation, the U.S. Department of the Treasury, the U.S. Department of Labor, any Multiemployer Plan, any Multiple Employer Plan, any participant in a Company Benefit Plan, or any other party. No Company Benefit Plan is under audit or, to the Knowledge of the Company, the subject of an investigation by the IRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation, the SEC or any other Governmental Entity, nor is any such audit pending or, to the Knowledge of the Company, threatened.

Employee Benefit Plans. (ai) Section 3.11(a3.1(r) of the Company Disclosure Schedule Letter sets forth out a true correct and complete list and, where appropriate, a description of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in Section 3(3) all retirement, pension, supplemental pension, savings, retirement savings, retiring allowance, bonus, profit sharing, stock purchase, stock option, phantom stock, share appreciation rights, deferred compensation, severance or termination pay, change of ERISAcontrol, whether written life insurance, medical, hospital, dental care, vision care, drug, sick leave, short term or unwrittenlong term disability, and whether salary continuation, unemployment benefits, vacation, incentive, compensation or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, policy or agreement, practice whether written or unwrittenoral, including any compensationformal or informal, employmentfunded or unfunded, consultingregistered or unregistered, end of service insured or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profitself-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) insured that is sponsored, maintained, administered, maintained or otherwise contributed to, participated in or entered into required to be contributed to, by the Company or its Subsidiaries for the current or future benefit on behalf of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect to which the Company E&C or any of its Subsidiaries has any liability for the benefit of current or (z) to which the Company former employees, directors, officers, shareholders, independent contractors or agents of E&C or any of its Subsidiaries other than government sponsored pension, employment insurance, workers compensation and health insurance plans (collectively, the “E&C Benefit Plans”). (ii) Each E&C Benefit Plan: (A) has been maintained in material compliance with its terms and with the requirements of all applicable Laws; and (B) is in good standing in respect of such requirements and Laws. (iii) No E&C Benefit Plan is required to be registered under applicable Laws with any Governmental Entity. (iv) All contributions or premiums required to be paid, deducted or remitted and all obligations required to be performed by either E&C or its Subsidiaries pursuant to the terms of any E&C Benefit Plan or by applicable Laws, have been paid, deducted, remitted or performed, as the case may be, in a party; providedtimely fashion and there are no outstanding defaults or violations with respect to same. (v) There are no actions, suits, claims, arbitrations or other proceedings (an “E&C Benefit Plan Proceeding”) pending or, to the knowledge of E&C, threatened with respect to the E&C Benefit Plans (other than routine claims for benefits) and, to the avoidance knowledge of doubtE&C, no event has occurred or circumstance exists that may result in an E&C Benefit Plan Proceeding. (vi) There is no pending termination or winding-up procedure in respect of any of the E&C Benefit Plans, and to the knowledge of E&C, no event has occurred or circumstance exists under which any of the E&C Benefit Plans may be declared terminated or wound-up, in whole or in part. (vii) No E&C Benefit Plan has a deficit and there are no E&C Benefit Plans that are pension plans. (viii) E&C has delivered correct and complete copies of each of the following need not be to the Parent: (A) the most current text of all E&C Benefit Plans (where no text exists, a summary has been provided) and any related trust agreements, insurance contracts or other documents governing those plans (the “E&C Benefit Plan Governing Documents”), all as amended to the date of this Agreement; and (B) all materials relating to the E&C Benefit Plans distributed to new or existing members of such plan in the last three (3) years and to the knowledge of E&C, no fact, condition or circumstances exists or has occurred since the date of the E&C Benefit Plan Governing Documents which would materially affect or change the information contained in them. (ix) To the knowledge of E&C, no event has occurred and there has been no failure to act on the part of E&C or any Subsidiary a trustee or administrator of any E&C Benefit Plan that could subject either E&C or its Subsidiaries, such trustee or administrator or the E&C Benefit Plan to the imposition of any Tax, penalty or other liability, whether by way of indemnity or otherwise. (x) No promises or commitments have been made by E&C or any Subsidiary to amend any E&C Benefit Plan, to provide increased benefits or to establish any new benefit plan, except as required by applicable Laws or as set forth on out in Section 3.11(a3.1(r) of the Company Disclosure Schedule: Letter. (ixi) The transactions contemplated in this Agreement will not result in or require any employment contracts payment or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retentionor the acceleration, change vesting or increase in controlbenefits under any E&C Benefit Plan. (xii) There are no post-retirement benefits for former or retired employees. (xiii) None of the E&C Benefit Plans requires or permits retroactive increases or assessments in premiums or payments. (xiv) None of E&C or any of its Subsidiaries contributes to, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local to contribute to, any multi-employer pension or benefit plan. None of the E&C Benefit Plans is a multi-employer pension or benefit plan. (xv) Each of the E&C Benefit Plans can be amended or terminated without restrictions, provided such restriction does not contravene applicable Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefits.

Employee Benefit Plans. (a) Section 3.11(aSchedule 3.12(a) of the Company Disclosure Schedule sets forth a true lists all written and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “describes all non-written employee benefit plan” plans (as defined in Section 3(3) of ERISA, whether written or unwritten, ) (other than any “multiemployer plan” as defined in Section 3(37) of ERISA) and whether or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction all bonus, retentionstock or other security, pensionoption, retirementstock or other security purchase, profit-sharingstock or other security appreciation rights, incentive, deferred compensation, stock optionpension or supplemental retirement, equity or equity-based compensationprofit sharing, stock purchase“change in control,” termination, employee stock ownershipseverance, golden parachute, vacation, holiday pay cafeteria, dependent care, medical care, employee assistance program, education or other paid time offtuition assistance programs, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or and other similar fringe or employee benefits plan, programs or arrangements, and any employment or executive compensation or employee benefit planseverance agreements, program written or arrangementotherwise, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in are sponsored or maintained or entered into by the Company or its Subsidiaries required to be contributed to for the current benefit of, or future benefit of relating to, any current present or former directoremployee, officer, employee or independent contractor director or consultant of the Company or its Subsidiaries who is a natural person (eachany Subsidiary of the Company, a “Service Provider”), (y) or with respect to which the Company or any Subsidiary of its Subsidiaries the Company has any liability or Liability (zcollectively, the “Employee Plans”) and each “multiemployer plan” (as such term is defined in Section 3(37) of ERISA) to which the Company or any ERISA Affiliate is obligated to contribute or has any Liability (each “Multiemployer Plan”). The Company and its Subsidiaries have made available to the Parent with respect to each Employee Plan correct and complete copies of (where applicable): (i) all plan documents (or, if not written, a written summary of its material terms), summary plan descriptions, summaries or material modifications and amendments related to such plans, (ii) the most recent determination letters received from the IRS, where applicable, (iii) the three most recent Form 5500 Annual Reports, along with all schedules and attachments, (iv) the most recent audited financial statement and actuarial valuation, (v) all material correspondence relating to any such Employee Plan between the Company, its Subsidiaries or their representatives and any government agency or regulatory body (including, without limitation, any filings under the IRS Employee Plans Compliance Resolution System or the Department of Labor Delinquent Filer Program and any reportable event filing with the PBGC) within three years of the date hereof but only to the extent such correspondence would reveal an issue that constitutes or could be expected to result in material Liability to the Company or any Subsidiary, (vi) all related agreements, collective bargaining agreements, insurance contracts, trust agreements, fiduciary bonds and other agreements or instruments which implement each such Employee Plan and (vii) the most recent notice received by the Company or any ERISA Affiliate indicating the estimated withdrawal liability for each Multiemployer Plan and all other material correspondence concerning each Multiemployer Plan received within three years of the date hereof but only to the extent such correspondence would reveal an issue that constitutes or could be expected to result in material Liability to the Company or any Subsidiary. Neither the Company nor its Subsidiaries has any legally binding commitment or formal plan, to create any additional employee benefit plan or modify or change any existing Employee Plan, except as required by law or provided in the applicable Collective Bargaining Agreement. (b) Except as provided on Schedule 3.12(b), (i) there has been no “prohibited transaction,” as that term is a partydefined in Section 406 of ERISA and Section 4975 of the Code, with respect to any Employee Plan that could reasonably be expected to result in material Liability to the Company or its Subsidiaries; provided(ii) there are no Actions pending (other than routine claims for benefits) or, to the Knowledge of the Company or its Subsidiaries, threatened against or with respect to any Employee Plan or against the assets of any Employee Plan, nor are there any current, or to the Knowledge of the Company or its Subsidiaries, threatened liens on the assets of any Employee Plan; (iii) all Employee Plans materially conform to, and in their operation and administration are in material compliance with, the terms thereof and requirements prescribed by any and all applicable laws (including ERISA and the Code), Court Orders, governmental rules and regulations currently in effect with respect thereto (including all applicable requirements for notification, reporting and disclosure to participants or the avoidance Department of doubtLabor, that the following need IRS, Secretary of the Treasury or the Pension Benefit Guaranty Corporation), and the Company and its Subsidiaries have performed all material obligations required to be performed by them under, are not be set forth on in material default under or material violation of, and have no Knowledge of any default or violation by any other party with respect to any of the Employee Plans; (iv) each Employee Plan intended to qualify under Section 3.11(a401(a) of the Code and each corresponding trust intended to be exempt under Section 501 of the Code is so qualified and exempt; (v) all contributions the Company Disclosure Schedule: or an ERISA Affiliate is required to make to any Employee Plan or Multiemployer Plan pursuant to the Code, the terms of the plan, any collective bargaining agreement or otherwise, have been made on or before their due date and an adequate amount has been accrued, according to GAAP, for contributions to each such plan for the current plan years; (vi) the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional or subsequent events) will not directly or indirectly result in an increase of benefits, acceleration of vesting or acceleration of timing for payment of any benefit to any current or former service provider of the Company or its Subsidiaries or in any “excess parachute payment” (as defined in Section 280G of the Code) to any current or former service provider of the Company or its Subsidiaries; and (vii) neither the Company, its Subsidiaries nor any ERISA Affiliate has ever made a complete or partial withdrawal from a Multiemployer Plan resulting in “withdrawal liability” (as such term is defined in Section 4201 of ERISA) that has not been satisfied in full, without regard to any subsequent waiver or reduction under Section 4207 or 4208 of ERISA. No event during the six (6) year period prior to and ending on the Closing Date has occurred which could reasonably be expected to give rise to any liability under Section 4069 of ERISA with respect to the Company and its respective Subsidiaries or the assets which are the subject of the transaction contemplated by this Agreement. (c) Except for any Liability that has been satisfied in full, no Employee Plan or other employee benefit plan (within the meaning of Section 3(3) of ERISA) to which any ERISA Affiliate contributes and which is subject to Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA has incurred any Liability under Title IV of ERISA and no Liability under Title IV of ERISA (other than for annual premiums to the Pension Benefit Guaranty Corporation) has been incurred by the Company or any ERISA Affiliate with respect to any such plan. Other than the Latrobe Steel Company Pension Plan for Bargaining Unit Employees, formerly known as the Latrobe Steel Company Pension Plan for Hourly Paid Employees, no Employee Plan is subject to Title IV of ERISA. Except as provided on Schedule 3.12(c), neither the Company nor any ERISA Affiliate has received any notification, or has any reason to believe that any Multiemployer Plan is in reorganization, is insolvent, has been terminated, is in endangered or critical status, or may reasonably be expected to be in reorganization, to be insolvent, to be terminated or to be in endangered or critical status. No Employee Plan is a multiple employer welfare arrangement subject to Section 3(40) of ERISA. (d) Except as provided on Schedule 3.12(d), with respect to each Employee Plan that is subject to Title IV of ERISA (i) the plan satisfies the minimum funding standard of Section 412 of the Code, without regard to any employment contracts waived funding deficiency; (ii) no Encumbrance in favor of any Employee Plan has arisen under Section 412(n) or consultancy agreements for employees 430(k) of the Code or consultants who Section 302(f) or 303(k) of ERISA; (iii) all premiums to the Pension Benefit Guaranty Corporation have been timely paid in full; and (iv) the requirements of Sections 412, 430 and 436 of the Code and Sections 302 and 303 of ERISA have been satisfied. Timely notice has been provided to the Pension Benefit Guaranty Corporation of any “reportable event” (within the meaning of Section 4043 of ERISA) that has occurred with respect to any Employee Plan. With respect to any “reportable event” arising in connection with this Agreement or the transactions contemplated hereby, notice to the Pension Benefit Guaranty Corporation, if due, has been timely filed. (e) Each Employee Plan that is a “group health plan,” (within the meaning of Section 5000(b)(1) of the Code) has been operated in material compliance with all laws applicable to such plan, its terms, and with the group health plan continuation coverage requirements of Section 4980B of the Code and Sections 601 through 608 of ERISA (“COBRA Coverage”), Section 4980D of the Code and Sections 701 through 707 of ERISA, Title XXII of the Public Health Service Act and provisions of the Social Security Act, to the extent such requirements are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) applicable. All Employee Plans have been and are administered in all material respects consistent in accordance with the privacy and security standards under the Health Insurance Portability and Accountability Act of 1996. Except as set forth in Schedule 3.12(e), no Employee Plan or written or oral Contract exists which obligates the Company or its Subsidiaries to provide health care coverage, medical, surgical, hospitalization, death or similar benefits (whether or not insured) to any employee, former employee or director of the Company or its Subsidiaries following such employee’s, former employee’s or director’s termination of employment with the Company or its Subsidiaries, other than COBRA Coverage or death benefits pursuant to any qualified retirement plan. (f) Except as set forth in Schedule 3.12(f), no Employee Plan which is an employee welfare benefit plan under Section 3(1) of ERISA is funded by a standard form previously made available trust or is subject to Parent where Section 419, 419A or 501(c)(9) of the severance period Code. (g) Except as set forth in Schedule 3.12(g), with respect to each Employee Plan which will be sponsored by the Company or required notice its Subsidiaries after the Closing, except with respect to those provision in such Employee Plans providing for post-retirement medical or life benefits, there are no restrictions on the ability of termination provided is not in excess the sponsor of thirty (30) days each such Employee Plan to amend or terminate any such longer period Employee Plan, the Company or its Subsidiaries, as is required under local Lawapplicable, have reserved the right of the sponsor to amend, modify or terminate any such Employee Plan, or any portion of it, and the Company and its Subsidiaries have made no representations (whether orally or in writing) which would conflict with or contradict such reservation of right, in each case, other than (i) restrictions under applicable law or (ii) plans as set forth in an applicable collective bargaining agreement or arrangements required other agreement covering union employees which has been disclosed in writing to be provided the Parent. Except as set forth in Schedule 3.12(g), with respect to a Service Provider pursuant those provisions of each such Employee Plan providing for post-retirement medical or life benefits, to the Knowledge of the Company, there are no restrictions on the ability of the sponsor of each Employee Plan to amend or terminate any such Employee Plan, the Company or its Subsidiaries, as applicable, have reserved the right of the sponsor to amend, modify or terminate any such Employee Plan, or any portion of it, and the Company and its Subsidiaries have made no representations (whether orally or in writing) which would conflict with or contradict such reservation of right, in each case, other than (i) restrictions under applicable Law without discretion or (ii) as set forth in an applicable collective bargaining agreement or other agreement covering union employees which has been disclosed in writing to the level Parent. (h) Each Employee Plan that is a “nonqualified deferred compensation plan” within the meaning of benefitsSection 409A(d)(1) of the Code has, at all times, been established and maintained in documentary and operational compliance with the applicable requirements of Section 409A of the Code and related guidance. (i) Except as set forth in Schedule 3.12(i), no Employee Plans are subject to the Laws of any jurisdiction outside the United States. (j) With respect to each Employee Plan which will be sponsored by the Company or its Subsidiaries after Closing, the Company and its Subsidiaries have satisfied any and all bond coverage requirements of ERISA.

Employee Benefit Plans. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth Letter contains a true correct and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each means (i) each “employee pension benefit plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (“Pension Plans”), other than any Benefit Plans that are “multiemployer plans” (as such term is defined in Section 4001(a)(3) of ERISA) (the “Multiemployer Pension Plans”), (ii) each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) (whether or not subject to ERISA), (iii) each “employee benefit plan,” as defined in Section 3(3) of ERISA, whether written or unwritten, and ERISA (whether or not subject to ERISA ERISA); and (iiiv) each other employment or employee benefit plan, policy, program, practice, policy, agreement or arrangement, or agreementincluding but not limited to any bonus, whether written or unwrittencommission, including any deferred compensation, employment, consulting, end of service or severance, termination protectionseparation, vacation, paid time off, retention, change in control, transaction bonustransaction, retentiontax gross-up, employment, offer letter, individual independent contractor or consulting, pension, retirement, profit-sharing, deferred compensationretirement, insurance, stock bonus, stock purchase, stock option, restricted stock, stock appreciation right, incentive, patent incentive or equity compensation or other equity or equity-based compensation, stock purchasedeferred compensation, employee stock ownershipwelfare-benefit, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program program, policy, agreement, arrangement or arrangement, in each case, (x) that is practice sponsored, maintained, administered, contributed to or required to be contributed to, participated in or entered into by the Company or its Subsidiaries any Company Subsidiary or to which the Company or any Company Subsidiary is a party, for the current or future benefit of any current or former directoremployees, officerofficers, employee directors, individual consultants or individual independent contractor or consultant contractors of the Company or its Subsidiaries who is a natural person any Company Subsidiary (each, a “Service Provider”or their dependents or beneficiaries), (y) with respect to or under which the Company or any Company Subsidiary has or can reasonably be expected to have any liability, contingent or otherwise. With respect to each material Benefit Plan, the Company has delivered or made available to Parent and Merger Sub correct and complete copies of, to the extent applicable, (A) the plan document (including all amendments thereto) or a written description if such Benefit Plan is not otherwise in writing; (B) the three (3) most recent annual reports on Form 5500 and all schedules thereto, (C) the most recent summary plan description and summary of its Subsidiaries material modifications, as well as all required employee communications, (D) each current trust agreement, insurance contract or policy, group annuity contract and any other funding arrangement documents relating to such Benefit Plan, (E) the most recent actuarial report, financial statement or valuation report, (F) a current Internal Revenue Service opinion or favorable determination letter, (G) all material correspondence to or from any Governmental Authority relating to such Benefit Plan for the three (3) most recent plan years and (H) all discrimination tests for each Benefit Plan for the three (3) most recent plan years. “ERISA Affiliate” means each trade or business, whether or not incorporated, that is, or has at any liability relevant time been, under common control, a member of the same controlled group or (z) to which treated as a “single employer,” with the Company or any Company Subsidiary within the meaning of its Subsidiaries is a party; provided, for Section 4001 of ERISA or Section 414 of the Code. For the avoidance of doubt, the representations in Sections 3.11(b) through (e) and Section 3.11(j) will not apply to any Benefit Plan that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with is a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsNon-U.S. Benefit Plan.

Employee Benefit Plans. (a) Section 3.11(a) None of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) SPAC, or its Subsidiaries maintains, contributes to or has any obligation or liability, or could reasonably be expected to have any obligation or liability, under, any “employee benefit plan” as defined in Section 3(3) of ERISAERISA or any other material, whether written or unwrittenplan, and whether or not subject to ERISA and (ii) each other employment or employee benefit planpolicy, program, practice, policy, arrangement, arrangement or agreement, whether written agreement (other than standard employment agreements that can be terminated at any time without severance or unwritten, including any compensation, employment, consulting, end termination pay and upon notice of service not more than 60 days or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar such longer period as may be required by applicable Law) providing compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of benefits to any current or former director, officer, employee or employee, independent contractor or consultant of the Company other service provider, including all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or its Subsidiaries who is a natural person (eachother stock-based compensation plans, a “Service Provider”)policies, (y) programs, practices or arrangements, but not including any plan, policy, program, arrangement or agreement that covers only former directors, officers, employees, independent contractors and service providers and with respect to which the Company SPAC or any of its Subsidiaries has any liability have no remaining obligations or liabilities (zcollectively, the “SPAC Benefit Plans”) to which and neither the Company or any execution and delivery of its Subsidiaries is a party; provided, for this Agreement nor the avoidance of doubt, that the following need not be set forth on Section 3.11(a) consummation of the Company Disclosure Schedule: Transactions (either alone or in combination with another event) will (i) result in any employment contracts or consultancy agreements for employees or consultants who are natural persons that payment (A) do not provide for including severance, retentionunemployment compensation, change in controlgolden parachute, transaction bonus or other material compensation otherwise) becoming due to any stockholder, director, officer or employee of SPAC or its Subsidiaries, or (ii) result in the acceleration, vesting or creation of any rights of any stockholder, director, officer or employee of SPAC or its Subsidiaries to payments or benefits or (B) are increases in all material respects consistent with a standard form previously made available to Parent where the severance period any existing payments or required notice of termination provided is not in excess of thirty (30) days benefits or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsany loan forgiveness.

Employee Benefit Plans. (a) Section 3.11(aSchedule 2.19(a) of the Company Disclosure Schedule sets forth a true complete and complete correct list of each material Plan, other than employee offer letters that do not materially deviate from the form of letter provided for review or employment agreements for non-U.S. based employees that do not contain any contractual notice above 90 days or severance provisions, and separately designates each Plan sponsored by the Company Benefit (such Plan. , a “Company Benefit Plan” shall mean ”) excluding each of (i) any “at will” employment offer letters and employment agreements that do not include severance, retention, change in control, acceleration, or notice of termination provisions and that do not materially deviate from the representative forms of such offer letters and employment agreements made available to Buyer, (ii) individual forms of equity award grant notice and agreements that do not materially deviate from the representative forms made available to Buyer and (iii) any individual consulting or independent contractor agreement which is terminable upon 30 days’ notice or less without payment of any penalty or termination fee. No Company Plan covers employees of Seller or any of its Affiliates (other than the Company Employees and other service providers of the Company). For purposes of this Agreement, a “Plan” is each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether written or unwritten, and whether or not subject to ERISA and (ii) ERISA), each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonustransaction, retention, pensionchange of control, termination, severance, separation, individual consulting, individual independent contractor, retirement, profit-sharingwelfare, deferred compensationaccident, disability, fringe benefit, vacation or paid time off, bonus, commission, incentive, stock option, stock purchase, restricted stock unit, stock appreciation, phantom equity or other equity or equity-based compensation, stock purchasedeferred compensation and each other benefit or compensation plan, employee stock ownershipprogram, vacationpolicy, holiday pay agreement or arrangement in each case that is either (i) maintained, sponsored, or contributed (or required to be contributed) to by the Company, to which the Company is a party, or, under or with respect to which the Company has any Liability, or (ii) maintained, sponsored, or contributed (or required to be contributed) to by the Seller or any of its Affiliates for the benefit of Company Employees or other paid time offindividual service providers of the Company. (b) The Company does not have any Liability under any Plan or otherwise to provide post-employment, bonus post-ownership or other incentive plans, post-service medical, retiree medical, vision, dental or other health planshealth, life insurance plans, other employee benefit plans or fringe benefit plans or other welfare-type benefits to current or future retired or terminated employees or to any other Person (except for continued benefit coverage required to be provided under COBRA or similar compensation state law for which the covered Person pays the full cost of coverage). Neither the Company nor any ERISA Affiliate has incurred (whether or employee not assessed) or is reasonably expected to incur or be subject to any Tax or other penalty under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (c) No Plan is, and neither the Company nor any Person that, together with the Company, at any relevant time would be treated as a single employer under Section 414 of the Code (each, an “ERISA Affiliate”) maintains, sponsors, contributes (or is required to contribute) to, or has any Liability under or with respect to, any: (i) “defined benefit plan” (as defined in Section 3(35) of ERISA, program whether or arrangement, in each case, (xnot subject to ERISA) or any other plan that is sponsoredor was subject to Title IV or Section 302 of ERISA or Section 412 or 430 of the Code; (ii) “multiemployer plan” (as defined in Section 3(37) of ERISA); (iii) multiple employer welfare arrangement (as defined in Section 3(40) of ERISA); or (iv) multiple employer plan as described in Section 413(c) of the Code. The Company has no Liability on account of at any time being considered a single employer with any other Person under Section 414 of the Code. (d) With respect to the Plans, all payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the Closing shall have been made or properly accrued on the Latest Balance Sheet. None of the Plans has any unfunded Liabilities which are not reflected on the Latest Balance Sheet. Without limiting the generality of the other provisions of this Section 2.19, with respect to each Plan that is subject to the Laws of a jurisdiction other than the United States (whether or not United States law also applies) (a “Non-U.S. Plan”): (i) each Non-U.S. Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities, and (ii) no Non-U.S. Plan is a “defined benefit plan” (as defined in ERISA, whether or not subject to ERISA). (e) The Plans and all related trusts, insurance contracts and funds have been established, maintained, administeredfunded and administered in compliance in all material respects with their terms and with the applicable provisions of ERISA, contributed tothe Code, participated and the requirements of other applicable Laws. There has been no non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Plan. There are no Actions (other than routine claims for benefits) pending or threatened with respect to any Plan, nor is there any basis for or any fact or circumstance that could reasonably be expected to give rise to any such Action. (f) Each Plan intended to be qualified under Section 401(a) of the Code is so qualified, has received a current favorable determination or opinion letter from the Internal Revenue Service, and there are no circumstances that could adversely affect the qualified status of any such Plan. (g) With respect to each Plan listed on Schedule 2.19(a), the Company has provided Buyer with true and complete copies of, as applicable: (i) the plan document (and all amendments thereto) or a written description of the terms of any unwritten Plan; (ii) all related trust agreements, insurance policies and contracts, and other funding arrangements; (iii) the most recent Internal Revenue Service determination or opinion letter; (iv) the most recently filed IRS Form 5500 (with all schedules and attachments thereto); (v) the most recent summary plan description (and all summaries of material modification thereto); (vi) the nondiscrimination testing results for the most recently completed plan year; and (vii) any non-routine correspondence within the preceding three (3) years to or from a Governmental Authority with respect to such Plan. (h) Except as set forth on Schedule 2.19(h), neither the execution or delivery of this Agreement nor the consummation of the Contemplated Transactions, either alone or in combination with another event, could (i) increase the amount or value of, any compensation or benefits (whether in cash, property, the vesting of property or otherwise) to any current or former Company Employee, (ii) result in or entered into by cause any acceleration of the Company time of payment or its Subsidiaries for the vesting of any compensation or benefits (including funding of compensation or benefits through a trust or otherwise) to any current or future benefit former Company Employee, (iii) result in any severance, termination or similar types of payments or benefits to any current or former Company Employee, (iv) result in any forgiveness of indebtedness of any current or former directorCompany Employee, officer, employee (v) limit or independent contractor or consultant restrict the ability of the Company or its Subsidiaries who is a natural person (eachto merge, a “Service Provider”)amend or terminate any Company Plan, (y) with respect to which the Company or any of its Subsidiaries has any liability or (zvi) result in any “parachute payment” (as such term is defined in Section 280G of the Code) to which the any current or former Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: Employee. (i) Each Plan that constitutes in any employment contracts part a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) has been established, operated and maintained at all times in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder and no amount under any such Plan has been or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severancecould reasonably be expected to be, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as subject to the level interest or additional Tax under Section 409A of benefitsthe Code.

Employee Benefit Plans. (a) Section 3.11(a4.17(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean lists each (i) “employee benefit plan” as defined in within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether written or unwritten, and whether or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policyagreement, arrangement, program, policy or agreement, whether written or unwrittenpractice, including without limitation, any equity or equity-based compensation (including without limitation stock option, stock purchase, stock award, stock appreciation, phantom stock, restricted stock or restricted stock unit), deferred compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-savings, bonus, profit sharing, deferred incentive compensation, stock optionretention, equity or equitychange-based compensationin-control, stock purchasemedical, employee stock ownershipdental, vision, prescription drug, life insurance, death benefit, cafeteria, flexible spending, dependent care, fringe benefit (other than de minimis perks), vacation, holiday pay or other paid time off, bonus holiday pay, disability, sick pay, workers compensation, unemployment, severance, employee loan or educational assistance plan, agreement, arrangement, program, policy or practice, and (iii) any employment, consulting, indemnification or other incentive plansindividual services agreement, medicalwhich in the case of each of clauses (i), retiree medical(ii) and (iii), visionis sponsored or maintained by any Group Company or any of their Affiliates, dental or to which any Group Company or any of their Affiliates contributes or is required to contribute or is a party, on behalf of current or former employees, officers, independent contractors or directors of any Group Company or their spouses, beneficiaries or dependents, or with respect to which any Group Company has or may have any Liability, contingent or otherwise (“Benefit Plans”). No Benefit Plan covers employees other than employees of the Group Companies. The Group Companies have delivered or made available to Parent complete and correct copies (including all amendments) of each employee handbook applicable to employees of the Group Companies, and, with respect to each Benefit Plan (as applicable): (i) the plan document (or a written summary of any unwritten Benefit Plan); (ii) the summary plan description; (iii) any trust agreement, insurance contract or other health plansfunding agreement; (iv) any administrative services, recordkeeping, investment advisory, investment management or other service agreement; (v) the latest IRS determination letter and the latest IRS opinion or advisory letter, and any pending application for an IRS determination letter and any correspondence with the IRS related thereto; (vi) the last three annual financial statements; (vii) the last three annual reports on Form 5500 (including all schedules, accountant’s reports, and other attachments); and (viii) the last three actuarial valuations or reports. (b) Each Benefit Plan is and has been operated and administered, in all material respects, in accordance with its terms, and all applicable Laws. Each Benefit Plan intended to be tax-qualified under Section 401(a) of the Code has a current favorable IRS determination letter (or, in the case of a pre-approved plan, a current IRS opinion or advisory letter on which it can rely) as to its tax-qualified status under the Code and nothing has occurred since the date of such favorable determination (or opinion or advisory) letter which would adversely affect the qualified status of such plan. (c) All contributions and premium payments required to have been paid under or with respect to any Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and applicable Law. (d) No Benefit Plan provides health, life insurance plansor other welfare benefits to retired or other terminated employees, officers, independent contractors, or directors of the Group Companies (or any spouse, beneficiary or dependent thereof), other employee than “COBRA” continuation coverage required by Section 4980B of the Code or Sections 601-608 of ERISA or similar state Law. (e) No Benefit Plan is a “defined benefit plans plan” within the meaning of Section 3(35) of ERISA or fringe benefit plans a “multiemployer plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA, and no Group Company has any Liability, contingent or otherwise, with respect to any such plan. (f) Neither the execution of this Agreement nor the consummation of the Transactions will result in the occurrence of a “reportable event” within the meaning of Section 4043 of ERISA (for which the notice requirement has not been waived by the Pension Benefit Guaranty Corporation) with respect to any plan sponsored, maintained or contributed to by any Person treated as a single employer with any Group Company under Section 414(b), (c) or (m) of the Code or Title IV of ERISA (“ERISA Affiliate”). (g) No event has occurred and no condition exists with respect to any Benefit Plan or any other similar compensation or employee benefit plan, program or agreement, arrangement, in each caseprogram, (x) that is policy or practice currently or previously sponsored, maintainedmaintained or contributed to by any Group Company or any of their Affiliates which could subject any Benefit Plan, administeredany Group Company, Parent or any of their employees, agents, directors or Affiliates, directly or indirectly (through an indemnification agreement or otherwise), to a material Liability for a breach of fiduciary duty, a “prohibited transaction,” within the meaning of Section 406 of ERISA or Section 4975 of the Code, a Tax, penalty or fine under Section 502 or 4071 of ERISA or Subtitle D, Chapter 43 of the Code or any other excise Tax, penalty or fine under ERISA or the Code, or which could result in the imposition of a Lien on the assets of any Group Company. (h) There are no pending, or to the Knowledge of the Company, threatened, actions, suits, or claims (other than routine claims for benefits in the Ordinary Course) with respect to any Benefit Plan that would reasonably be expected to give rise to a material Liability, and the Company has no Knowledge of any facts that would reasonably be expected to give rise to any such actions, suits, or claims (other than routine claims for benefits in the Ordinary Course). No Benefit Plan is currently under investigation or audit by any Government Authority and, to the Knowledge of the Company, no such investigation or audit is contemplated or under consideration. (i) No event has occurred and no condition exists with respect to any employee benefit plan, agreement, arrangement, program, policy or practice currently or previously sponsored, maintained or contributed to by any Person who is or was an ERISA Affiliate of any Group Company (other than each Group Company) which could subject any Group Company, Parent or any of their employees, agents, directors or Affiliates, directly or indirectly (through an indemnification agreement or otherwise), to a Liability, including, without limitation, Liability under Section 412, 430, 4971 or 4980B of the Code or Title IV of ERISA, or which could result in the imposition of a Lien on the assets of any Group Company. (j) Except as set forth on Section 4.17(j) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the Transactions, will (either alone or in combination with another event): (i) increase the amount of compensation or benefits otherwise payable under any Benefit Plan; (ii) result in the acceleration of the time of payment, exercisability, funding or vesting of any such benefits (except as required under Section 411(d)(3) of the Code); or (iii) result in any payment (whether severance pay or otherwise) becoming due to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of with respect to, any current or former directoremployee, officer, employee independent contractor, or independent contractor director of any Group Company. (k) No payment or consultant series of payments that would constitute a “parachute payment” (within the meaning of Section 280G of the Company Code) has been made or its Subsidiaries who will be made by any Group Company, directly or indirectly, to any current or former employee, officer, independent contractor, or director in connection with the execution of this Agreement or as a result of the consummation of the Transactions. (l) Each Benefit Plan that is a natural person “nonqualified deferred compensation plan” subject to Section 409A of the Code has, in all material respects, been maintained and administered in operational and documentary compliance with Section 409A of the Code and all regulations and other applicable regulatory guidance issued thereunder. (m) No Group Company has any obligation to gross up, indemnify or otherwise reimburse any current or former employee, officer, independent contractor, or director of any Group Company for any Taxes, interest or penalties incurred in connection with any Benefit Plan (including without limitation any Taxes, interest or penalties incurred pursuant to Section 409A or 4999 of the Code). (n) Each Group Company and each Benefit Plan that is a “group health plan” as defined in Section 733(a)(1) of ERISA (each, a “Service ProviderCompany Health Plan”) is, and has since March 23, 2010 been, in all material respects, in compliance with the Patient Protection and Affordable Care Act, P.L. 111-148, and the Health Care and Education Reconciliation Act of 2010, P.L. 111-152, each as amended, and the regulations and other applicable regulatory guidance issued thereunder (collectively, the “Healthcare Reform Laws”), (y) with respect . No event has occurred and no condition or circumstance exists that could reasonably be expected to which the subject any Group Company or any Company Health Plan to penalties, fines or Taxes under Sections 4980D or 4980H of its Subsidiaries has any liability or (z) to which the Company Code or any other provision of the Healthcare Reform Laws. (o) The Indian Subsidiary, in relation to its Subsidiaries is a party; providedemployees, has complied in all material respects with all employment and labor Laws applicable to it, for payments of salaries, statutory dues / contributions, employee benefits and obtaining registrations, and the avoidance of doubt, that Indian Subsidiary has made contributions and payments in material compliance with the following need not be set forth on Section 3.11(a) of labor laws to the Company Disclosure Scheduleextent applicable: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severanceEmployee State Insurance Act, retention1948, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level Employees’ Provident Funds & Miscellaneous Provisions Act, 1952, (iii) Payment of benefitsXxxxxxxx Xxx 0000 and (iv) Payment of Xxxxx Xxx, 0000.

Employee Benefit Plans. (a) Section 3.11(aSchedule 3.10(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in Section 3(3) of ERISAall bonus, whether written stock option, stock purchase, restricted stock, equity or unwrittenequity-based, and whether or not subject to ERISA and (ii) each other employment or employee benefit planincentive, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any deferred compensation, employmentretiree medical or life insurance, consultingretirement, end of service or supplemental retirement, severance, termination protectionretention, separation, change in control, transaction bonushealth, retentionwelfare, pensionfringe benefit, retirement, profit-sharing, deferred compensation, stock option, equity sick pay and vacation plans or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay arrangements or other paid time off, bonus or other incentive material employee benefit plans, medicalprograms, retiree medicalex gratia promises, visionpolicies, dental agreements or other health plansarrangements, life insurance plans, other employee benefit plans whether formal or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangementinformal, in each case, (x) that is sponsored, case which are maintained, administeredsponsored by, or contributed to, participated in to by (or entered into by for which there is an obligation to contribution to by) the Company or its Subsidiaries any Company Subsidiary for the current or future benefit of any current or former directoremployee, officer, employee director, individual independent contractor and/or consultant, or with respect to which the Company or any Company Subsidiary has or could incur any present or future liability (contingent or otherwise) (collectively, the “Plans”). (b) With respect to each Plan, the Company has made available to BLAC, if applicable, a list of all relevant Plans together with (i) a true and complete copy of the current plan document and all amendments thereto and each trust or other funding arrangement, and (ii) any material non-routine correspondence from any Governmental Authority with respect to any Plan within the past three (3) years. (c) Neither the execution and delivery of this Agreement nor the other Ancillary Agreements nor the consummation of the Transactions will or could reasonably be expected to (alone or in combination with any other event) (i) result in (A) an increase in the amount of compensation or benefits to or in respect of any current or former employee, officer, director, individual independent contractor or consultant; (B) any payment or benefit becoming due to or in respect of any current or former employee, officer, director, individual independent contractor or consultant; (C) the acceleration of the vesting, funding or timing of payment of any compensation or benefits payable to or in respect of any current or former employee, officer, director, individual independent contractor or consultant; or (D) any increased or accelerated funding obligation with respect to any Plan; or (ii) limit the right to merge, amend or terminate any Plan. (d) None of the Plans provide for, nor does the Company nor any Company Subsidiary have or reasonably expect to have any liability or obligation to provide any post-employment or post-service health or welfare benefits or retiree medical or life insurance to any current or former employee, officer, director, individual independent contractor or consultant of the Company or its Subsidiaries who is a natural person any Company Subsidiary after termination of employment or service except (each, a “Service Provider”)i) as set forth in any existing employment or severance agreement or (ii) as may be required under applicable Law for which the covered individual pays the full cost of coverage. (e) In all material respects, (yi) each Plan has been established, maintained and administered in accordance with its terms and in compliance with the requirements of all applicable Laws and (ii) other than routine claims for benefits in the ordinary course of business, no actions, litigation, claims, lawsuits, audits, inquiries, arbitrations, investigations, or proceedings are pending or, to the knowledge of Company, threatened, from any Governmental Authority in connection with any Plan or by or on behalf of any participant in any Plan, or otherwise involving or relating to any Plan or the assets of any Plan or any trust thereunder or the plan sponsor or plan administrator of any Plan (acting in such individual’s capacity as plan sponsor or plan administrator) and, to the knowledge of the Company, no facts or circumstances exist that could reasonably be expected to give rise to any such action, litigation, claim, lawsuit, audit, inquiry, arbitration, investigation or proceeding. (f) Except as would not result in material liability to the Company and the Company Subsidiaries, taken as a whole, either individually or in the aggregate, there have been no acts or omissions by the Company or Company Subsidiary with respect to which any Plan that have given or could reasonably be expected to give rise to any fines, penalties or related charges under applicable Law. (g) All material liabilities or expenses of the Company or any Company Subsidiary in respect of its Subsidiaries has any liability or (z) to Plan which have not been paid have been properly accrued on the Company Company’s or any of its Subsidiaries is a party; providedCompany Subsidiary’s most recent financial statements in compliance with the Accounting Standards. With respect to each Plan, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period contributions or required notice of termination provided is not in excess of thirty payments (30) days or such longer period as is required under local Lawincluding all employer contributions, employee salary reduction contributions, and (iipremium or benefit payments) plans that are due or arrangements are required to be provided to a Service Provider pursuant to made under the terms of any Plan or in accordance with applicable Law without discretion Laws have been made within the time periods prescribed by the terms of each such Plan and applicable Laws, as the case may be, except as would not result in material liability to the level Company, and all such contributions or payments that are not yet due or required to be made under the terms of benefitsany Plan or in accordance with applicable Laws have been properly accrued in accordance with the Accounting Standards, applied on a consistent basis, and reflected on the Company’s or any Company Subsidiary’s audited financial statements.

Employee Benefit Plans. (a) Section 3.11(a) 4.11 of the Company Disclosure Schedule Letter sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “all "employee benefit plan” plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA, whether written or unwritten"), and whether or not subject to ERISA and (ii) each all other employment or material employee benefit planor compensation arrangements, programincluding, practicewithout limitation, policyany such arrangements providing severance pay, arrangementsick leave, or agreementvacation pay, whether written or unwrittensalary continuation for disability, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharingretirement benefits, deferred compensation, stock optionbonus pay, equity or equity-based compensationincentive pay, stock purchaseoptions (including those held by directors, employee stock ownershipemployees, vacationand consultants), holiday pay or other paid time offhospitalization insurance, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plansmedical insurance, life insurance plansinsurance, other employee benefit plans scholarships or fringe benefit plans or other similar compensation or employee benefit plantuition reimbursements, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into are maintained by the Company or its Subsidiaries for the current or future benefit of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect to which the Company or any of its Subsidiaries or (b) None of the Company Employee Benefit Plans is a "multiemployer plan," as defined in Section 4001(a)(3) of ERISA (a "Multiemployer Plan") or a plan subject to Title IV of ERISA, and neither the Company nor any of its Subsidiaries presently maintains or has maintained any such plan, or has any liability, contingent or otherwise, with respect to any such plan. (c) Except as provided in Part 6 of Title I of ERISA or as set forth in Section 4.11 of the Company Disclosure Letter, the Company does not maintain or contribute to any plan or arrangement which provides or has any liability to provide life insurance or medical or other employee welfare benefits to any employee or former employee upon his retirement or termination of employment, and the Company has never represented, promised or contracted (zwhether in oral or written form) to any employee or former employee that such benefits would be provided. (d) Except as set forth in Section 4.11 of the Company Disclosure Letter, (i) the execution of, and performance of the transactions contemplated in, this Agreement will not, either alone or upon the occurrence of subsequent events, result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, and (ii) there are no severance agreements applicable to the Company or any of its Subsidiaries. No payment or benefit which will or may be made by the Company, Parent or any of their Subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries will be characterized as an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code. (e) (i) each Company Employee Benefit Plan that is intended to qualify under Section 401 of the Internal Revenue Code of 1986, as amended (the "Code"), and each trust maintained pursuant thereto, has been determined to be exempt from federal income taxation under Section 501 of the Code by the Internal Revenue Service, and nothing has occurred with respect to the operation or organization of any such Company Employee Benefit Plan that would cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code, (ii) there are no pending material actions, claims (other than claims for benefits), investigations or lawsuits which have been asserted, filed or, to the Company's knowledge, threatened, in connection with the Company Employee Benefit Plans, (iii) no "non-exempt" "prohibited transaction" (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred with respect to any Company Employee Benefit Plan that could result in a party; providedmaterial liability to the Company, for any Company Employee Benefit Plan or any of the avoidance -19- 21 beneficiaries thereof, and (iv) the Company Employee Benefit Plans have been maintained in all material respects in accordance with their terms and with all applicable provisions of doubt, ERISA and the Code (including rules and regulations thereunder) and all other applicable federal and state laws and regulations. (f) Neither the Company nor any of its Subsidiaries has made any payment or is obligated to make any payment that the following need is not or will not be set forth on fully deductible under Section 3.11(a162(m) of the Code, nor is the Company or any of its Subsidiaries a party to any agreement that could result in any such payment. (g) Section 4.11 of the Company Disclosure Schedule: Letter sets forth a complete list of all amounts (iother than de mimimus amounts) outstanding relating to bonuses payable to employees and any employment contracts obligation to pay bonuses to employees relating to the Company's performance, the employee's performance or consultancy agreements for employees the transactions contemplated hereby. (h) Other than the Subsidiaries, there is no business or consultants who are natural persons that entity which is a member of the same "controlled group of corporations," under "common control" or an "affiliated service group" with the Company within the meanings of Sections 414(b), (Ac) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (Bm) are in all material respects consistent with a standard form previously made available to Parent where of the severance period Code, or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to aggregated with the level Company under Section 414(o) of benefitsthe Code, or is under "common control" with the Company, within the meaning of Section 4001(a)(14) of ERISA, or any regulations promulgated or proposed under any of the foregoing Sections.

Employee Benefit Plans. (a) Section 3.11(a4.9(a) of the Company Disclosure Schedule Letter sets forth a true and complete list of each material employee or director benefit plan, arrangement or agreement (other than those employment agreements, offer letters and/or employment contracts that are terminable at-will by the Company Benefit Plan. “Company Benefit Plan” shall mean each or a Subsidiary, as applicable, on no more than one month’s notice or the minimum required notice period under applicable Law, without the payment of severance or other separation pay), except as required by applicable Law, including: (i) “any such plan, arrangement or agreement that is an employee welfare benefit plan” as defined in plan within the meaning of Section 3(33(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether written or unwritten, and (ii) an employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA and ERISA) or (iiiii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction a bonus, retention, pension, retirement, profit-sharingincentive, deferred compensation, stock option, equity or equity-based compensationvacation, stock purchase, employee stock ownershipoption, vacationseverance, holiday pay or other paid time offemployment (subject to the exclusion set forth above), bonus or other incentive planschange of control, medicalretention, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangementagreement that is sponsored or maintained by the Company or any of its Subsidiaries, or pursuant to which any of their respective ERISA Affiliates has any current or future obligation, to or for the benefit of the employees or directors of the Company and its Subsidiaries (collectively, the “Company Benefit Plans”). Section 4.9(a)(x) of the Company Disclosure Letter identifies the material Company Benefit Plans that are maintained primarily for the benefit of employees of the Company who are regularly employed outside the United States. (b) The Company has delivered or made available to Parent prior to the date of this Agreement complete and correct copies of each of the Company Benefit Plans and (i) each writing constituting a part of such Company Benefit Plan, including all amendments thereto; (ii) the most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); and (iv) the most recent determination letter from the Internal Revenue Service (“IRS”) (if applicable) for such Company Benefit Plan. (c) Section 4.9(c) of the Company Disclosure Letter identifies each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Qualified Plans”). The IRS has issued a favorable determination letter with respect to each Qualified Plan and the related trust (or the Qualified Plan and related trust are subject to a favorable opinion letter) that has not been revoked, and there are no existing circumstances and no events have occurred that would adversely affect the qualified status of any Qualified Plan or the related trust. (d) Each of the Company Benefit Plans has been established, operated and administered in all material respects with applicable Laws, including ERISA, the Code and, in each case, the regulations thereunder. (xe) that No Company Benefit Plan is sponsored, maintained, administered, contributed to, participated in subject to Title IV or entered into Section 302 of ERISA or Section 412 or 4971 of the Code. No liability under Title IV of ERISA has been incurred by the Company or Company, its Subsidiaries for the current or future benefit any of their ERISA Affiliates that has not been satisfied in full. There does not now exist, nor do any current or former directorcircumstances exist that would reasonably be expected to result in, officer, employee or independent contractor or consultant any Controlled Group Liability that would be a liability of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect to which the Company or any of its Subsidiaries following the Effective Time and, without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries, nor any of their ERISA Affiliates, has engaged in any liability transaction described in Section 4069 or Section 4204 or 4212 of ERISA. (f) No Company Benefit Plan provides health or life insurance benefits (whether or not insured), with respect to current or former employees or directors of the Company or its Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by applicable Law and, except as may otherwise be required under applicable Law, at the expense of the employee or former employee. (g) (i) No Company Benefit Plan is a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) (“Multiemployer Plan”) 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 (a “Multiple Employer Plan”), (ii) none of the Company and its Subsidiaries, nor any of their ERISA Affiliates has, at any time during the last six (6) years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan and (iii) none of the Company and its Subsidiaries, nor any of their ERISA Affiliates has incurred any Withdrawal Liability that has not been satisfied in full. (h) Each Company Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA is either (i) funded through an insurance company contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code or (zii) self-insured and the Company has sufficient reserves to pay run out claims if such Company Benefit Plan is terminated. (i) All contributions or other amounts payable by the Company or its Subsidiaries as of the date hereof with respect to each Company Benefit Plan in respect of current or prior plan years have been paid or, to the extent not required to be paid, accrued in accordance with GAAP. (j) Neither the Company nor its Subsidiaries has engaged in a transaction in connection with which the Company or its Subsidiaries would reasonably be expected to be subject to either a material civil penalty assessed pursuant to Section 409 of ERISA or a material Tax imposed pursuant to Section 4975 of the Code. There are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto which would reasonably be expected to result in any material liability to the Company or any of its Subsidiaries, whether insured or uninsured. (k) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, including the Offer and the Merger, will (either alone or in conjunction with any other event) (i) entitle any employee, officer or director of the Company or any of its Subsidiaries is a party; providedto severance or termination pay, for except as may be required by applicable Law, (ii) result in, cause the avoidance of doubtaccelerated vesting, that funding or delivery of, or increase the following need not be set forth on Section 3.11(a) amount or value of, any payment or benefit to any employee, officer or director of the Company Disclosure Schedule: (i) or any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severanceof its Subsidiaries, retentionexcept as may be required by applicable Law, change in control, transaction bonus or other material compensation or benefits or (Biii) result in any limitation on the right of the Company or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby, including the Offer and the Merger (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. No Company Benefit Plan provides for the gross-up or reimbursement of Taxes under Sections 4999 or 409A of the Code, or otherwise. (l) All Company Stock Options have been granted in compliance with the terms of the applicable Company Benefit Plans, with applicable Law, and with the applicable provisions of the Company Charter and Company Bylaws as in effect at the applicable time, and all such Company Stock Options are accurately disclosed in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Lawapplicable Law in (i) the Filed SEC Documents, including the financial statements contained therein or attached thereto (if amended or superseded by a filing with the SEC made prior to the date of this Agreement, as so amended or superseded), and (ii) plans the Tax Returns of the Company. In addition, the Company has not issued any Company Stock Options or arrangements any other similar equity awards pertaining to Shares under any Company Benefit Plan with an exercise price that is less than the “fair market value” of the underlying shares on the date of grant, as determined for financial accounting purposes under GAAP. (m) All Company Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been established, maintained and administered in all material respects in accordance with all applicable Laws, (ii) if they are required to be provided registered have been registered and if they are intended to qualify for special tax treatment meet all requirements for such treatment, and (iii) if they are intended to be funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions and applicable Law. (n) Each individual who currently renders services to the Company or any of its Subsidiaries and who is classified by the Company or such Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and exclusion from participation under the Company Benefit Plans) is properly so characterized, except to the extent that any potential mischaracterization of such an independent contractor or other non-employee by the Company or its Subsidiaries would not reasonably be expected to result in a Service Provider material liability to the Company or any of its Subsidiaries. (o) The parties hereto acknowledge that certain payments have been made or are to be made and certain benefits have been granted or are to be granted according to employment, compensation, severance and other Company Benefit Plans or pursuant to the terms of this Agreement, including Sections 3.3, 6.5 and 6.9 (collectively, the “Arrangements”) to certain holders of Shares and other securities of the Company (the “Covered Stockholders”). Payments and grants under the Arrangements (i) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing, by the Covered Stockholders (and matters incidental thereto) and (ii) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Law without discretion Covered Stockholder. The adoption, approval, amendment or modification of each Arrangement has been approved as an employment compensation, severance or other employee benefit arrangement solely by independent directors of the Company in accordance with the “safe harbor” requirements of Rule 14d-10(d)(2) under the Exchange Act as a result of the taking, prior to the level execution of benefitsthis Agreement, of all necessary actions by the Board of Directors of the Company, the compensation committee thereof and its independent directors, and, to the extent required, the Board of Directors of the Company, the compensation committee thereof and/or its independent directors, shall take, prior to the initial acceptance for payment by Merger Sub of Company Shares pursuant to the Offer, all other actions necessary to satisfy the “safe harbor” requirements of Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing Arrangements and any similar arrangement entered into by the Company or any of its Subsidiaries on or, subject to the restrictions contained in this Agreement, after the date hereof.

Employee Benefit Plans. (a) Section 3.11(a3.10(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each lists (i) “all employee benefit plan” plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and all bonus, whether written stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or unwrittenlife insurance, supplemental retirement, severance or other material benefit plans, programs or arrangements, and whether all employment, termination, Table of Contents severance or not subject other Contracts to which the Company or any ERISA Affiliate is a party (except for (i) offer letters for employees hired and based in the United States that provide for at-will employment and can be terminated without material cost or liability to the Company and its Subsidiaries and (ii) offer letters for employees hired and based in locations outside of the United States that can be terminated without material cost or liability to the Company and its Subsidiaries), with respect to which the Company or any ERISA Affiliate has or could have any obligation or that are maintained, contributed to or sponsored by the Company or any ERISA Affiliate for the benefit of any current or former employee, officer or director of the Company or any ERISA Affiliate, (ii) each other employment or employee benefit planplan 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, program(iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under Section 4212(c) of ERISA, practiceand (iv) any individual consulting contracts, policyarrangements or understandings between the Company or any Company Subsidiary and any employee, arrangement, director or agreement, whether written consultant of the Company or unwrittenany Company Subsidiary, including any compensationcontracts, arrangements or understandings relating in any way to a sale of the Company or any Company Subsidiary (except for agreements that can be terminated without material cost or liability to the Company and its Subsidiaries) (collectively, the “Plans” and all Plans, excluding Plans not subject to U.S. Law, the “US Plans”). The Company has made available to Parent a true and complete copy of each Plan and has made available to Parent a true and complete copy of each material document, if any, prepared in connection with each such Plan (except for individual written offer letters providing for at-will employment, consultingCompany Stock Option, end Company RSU, Company Restricted Stock award, or Company PSU, in which case only forms of service or severancesuch agreements have been made available to Parent, termination protectionunless such individual agreements materially differ from such forms), change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay including as applicable (A) a copy of each trust or other paid time offfunding arrangement, bonus (B) each most recent summary plan description and summary of material modifications, (C) all annual reports on Internal Revenue Service (“IRS”) Form 5500 filed within the past three (3) years, (D) the most recently received IRS determination letter for each such Plan, and (E) the most recently prepared actuarial report and financial statement in connection with each such Plan. There are no material oral Plans. Except as would not, individually or in the aggregate, result in material liability to the Company or any Company Subsidiary, neither the Company nor any Company Subsidiary has any express or implied commitment (x) to create, incur liability with respect to or cause to exist any other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or material employee benefit plan, program or arrangement, (y) to enter into any Contract to provide compensation or benefits to any individual other than in each casethe ordinary course of business, or (z) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA, the Code or other applicable Law. (b) None of the Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a “Multiemployer Plan”), a “multiple employer plan” (within the meaning of Section 413(c) of the Code) (a “Multiple Employer Plan”), a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA) a plan that is subject to Title IV of ERISA or Section 412 of the Code or a “funded welfare plan” within the meaning of Section 419 of the Code. None of the Plans (i) provides for the payment of material separation, severance, termination or similar type benefits to any person, (xii) that is sponsored, maintained, administered, contributed to, participated in or entered into by obligates the Company or its Subsidiaries for the current any Company Subsidiary to pay separation, severance, termination or future benefit similar-type benefits solely or partially as a result of any current Transaction, or former director, officer, employee or independent contractor or consultant of (iii) obligates the Company or its Subsidiaries who is a natural person (each, any Company Subsidiary to make any payment or provide any benefit in connection with a “Service Providerchange Table of Contents in ownership or effective control”, within the meaning of such term under Section 280G of the Code, or in connection with an event directly or indirectly related to such a change. Neither the Company nor any Company Subsidiary has become obligated to make, or will as a result of any event connected directly or indirectly with any transaction contemplated herein become obligated to make, any “excess parachute payment” as defined in Section 280G of the Code (without regard to Subsection (b)(4) thereof). There is no written or unwritten Contract, (y) with respect to plan, arrangement or other contract by which the Company or any Company Subsidiary is bound to compensate any individual for excise taxes paid pursuant to Section 4999 of its Subsidiaries has the Code. None of the Plans provides for or promises retiree medical, disability or life insurance benefits to any liability current or (z) to which former employee, officer or director of the Company or any Company Subsidiary, except as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state Law. (c) Each Plan is now and always has been operated in accordance with its terms and the requirements of all applicable Laws including ERISA and the Code, except as would not, individually or in the aggregate, result in material liability to the Company or any Company Subsidiary. The Company and the Company Subsidiaries have performed all obligations required to be performed by them under and are not in default under or in violation of, and to the knowledge of the Company, there is a party; providedno default or violation by any party to, any Plan, except for any such non-performance, default or violation that would not, individually or in the avoidance aggregate, result in material liability to the Company or any Company Subsidiary. No Action that could, individually or in the aggregate, result in material liability to the Company or any Company subsidiary, is pending or, to the knowledge of doubtthe Company, threatened with respect to any Plan (other than routine claims for benefits in the ordinary course of business) and no fact or event exists that the following need not reasonably could be set forth on expected to give rise to any such Action. (d) Each US Plan that is intended to be qualified under Section 3.11(a401(a) of the Code or Section 401(k) of the Code has timely received a favorable determination letter from the IRS covering all of the provisions applicable to such US Plan for which determination letters are currently available that such US Plan is so qualified, has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, or may rely upon an opinion letter for a prototype or volume submitter plan, and each trust established in connection with any US Plan that is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, or may rely upon an opinion letter for a prototype or volume submitter plan, and no fact or event has occurred since the date of such determination letter or letters from the IRS, if applicable, that could be expected to adversely affect the qualified status of any such US Plan or the exempt status of any such trust or materially increase any such US Plan’s costs. (e) Except as would not, individually or in the aggregate, result in material liability to the Company Disclosure Schedule: or any Company Subsidiary, there has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and not otherwise exempt under Section 408 of ERISA) with respect to any US Plan. Except as would not, individually or in the aggregate, result in material liability to the Company or any Company Table of Contents Subsidiary, neither the Company nor any 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 of business), including any liability in connection with (i) the termination or reorganization of any employment contracts employee benefit plan subject to Title IV of ERISA, or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans the withdrawal from any Multiemployer Plan or arrangements Multiple Employer Plan, and, to the knowledge of the Company, no fact or event exists that could give rise to any such liability. (f) Except as would not, individually or in the aggregate, result in material liability to the Company or any Company Subsidiary, all contributions, premiums or payments required to be provided made with respect to a Service Provider pursuant to applicable Law without discretion any US Plan have been made on or before their due dates. Except as would not, individually or in the aggregate, result in material liability to the level Company or any Company Subsidiary, all such contributions are or were fully deductible for federal income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authority, and no fact or event exists that could be expected to give rise to any such challenge or disallowance. (g) Section 3.10(g) of benefitsthe Disclosure Schedule sets forth each Plan that provides any compensation that could be deemed deferred compensation within the meaning of Section 409A of the Code, and each such Plan is in material compliance with Section 409A of the Code. No event has occurred that would be treated by Section 409A(b) as a transfer of property for purposes of Section 83 of the Code. (h) In addition to the foregoing, with respect to each plan, program or arrangement described in Section 3.10(a) that is not subject to U.S. Law (a “Non-U.S. Benefit Plan”), except as would not, individually or in the aggregate, result in material liability to the Company or any Company Subsidiary: (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 accrued; (i) the fair market value of the assets of each funded Non-U.S. Benefit Plan, the liability of each insurer for any Non-U.S. Benefit Plan funded through insurance or the book reserve established for any Non-U.S. Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on an ongoing basis 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 (ii) each Non-U.S. Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is available. Each Non-U.S. Benefit Plan is now, and always has been, operated in material compliance with all applicable Laws. Table of Contents

Employee Benefit Plans. (a) Section 3.11(a) 4.17 of the Company Disclosure Schedule sets forth contains a true correct and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each identifying (i) each “employee benefit plan,” as defined in Section 3(3) of ERISA, whether written each severance, termination, change of control retention, sale, bonus or unwrittensimilar contract, plan, arrangement or policy and whether or not subject to ERISA and (ii) each other employment plan or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any arrangement providing for compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirementbonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, stock optionvacation benefits, equity insurance (including any self-insured arrangements), health or equity-based medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, stock purchasesupplemental unemployment benefits, employee stock ownershipseverance benefits and post-employment or retirement benefits (including compensation, vacationpension, holiday pay health, medical or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (xbenefits) that which is sponsored, maintained, administered, administered or contributed to, participated in or entered into to by the Company or its Subsidiaries for the current or future benefit of any ERISA Affiliate and covers any current or former directoremployee, officer, employee or independent contractor director or consultant of the Company or any of its Subsidiaries who is a natural person (eachSubsidiaries, a “Service Provider”), (y) or with respect to which the Company or any of its Subsidiaries has any liability liability, and (ii) each employment, consulting or services agreement (zother than at-will offer letters and consultant agreements providing no more than three months of notice of termination) of any current or former employee, director or consultant of the Company or any Subsidiary of the Company (x) to which the Company or any Subsidiary is a party or with respect to which the Company or any Subsidiary has any continuing obligation and (y) (A) relates to the provision of services in the United States or (B) provides for notice periods or material benefits in excess of the minimum requirements under applicable Law or customary practice (collectively, the “Employee Plans”). Each Employee Plan is in writing and true and complete copies of each material Employee Plan (and, if applicable, related trust or funding agreements or insurance policies) and all material amendments thereto and material written interpretations thereof have been furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Neither the Company nor any Subsidiary of the Company has 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 or (ii) to modify, change or terminate any Employee Plan, other than with respect to a modification, change or termination required by Applicable Law. (b) Neither the Company nor any ERISA Affiliate nor any predecessor thereof sponsors, maintains or contributes to, or has in the past sponsored, maintained or contributed to, any Employee Plan subject to Title IV of ERISA or a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which the Company or any ERISA Affiliate could incur liability under Section 4063 or 4064 of ERISA (a “Multiple Employer Plan”). (c) Neither the Company nor any ERISA Affiliate nor any predecessor thereof contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA (a “Multiemployer Plan”) (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan. Neither the Company nor any Subsidiary of the Company has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the PBGC arising in the ordinary course). (d) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has timely received a favorable determination letter from the Internal Revenue Service (the “IRS”) covering all of the provisions applicable to the Plan for which determination letters are currently available that the Plan is so qualified, or has timely filed a pending application for such determination from the IRS, and, to the knowledge of the Company, no fact, event or circumstance has occurred since the date of the most recent determination letter or letters from the IRS to adversely affect the qualified status of any such Employee Plan or the exempt status of any such trust. The Company has made available to Parent copies of the most recent Internal Revenue Service determination letters with respect to each such Employee Plan. Each Employee Plan is now and has always been maintained, operated, and administered in all material respects in compliance with its terms and with the requirements prescribed by Applicable Law, including ERISA and the Code. No events have occurred or fact or circumstance exists with respect to any Employee Plan that could result in payment or assessment by or against the Company or any Subsidiary of the Company of any material excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code. (e) The consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) entitle any current or former employee, director or consultant or independent contractor of the Company or any of its Subsidiaries to severance or termination pay or accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Employee Plan. There is no contract, plan or arrangement (written or otherwise) covering any current or former employee, director or consultant of the Company or any of its Subsidiaries that, individually or collectively, would entitle any such individual to any severance or other payment solely as a party; providedresult of the transactions contemplated by this Agreement, for or could give rise to the avoidance payment of doubt, any amount that the following need would not be set forth on deductible, as a result of the transactions contemplated by this Agreement, either alone or in combination with another event, pursuant to the terms of Section 3.11(a280G or Section 162(m) of the Code. The Company Disclosure Schedule: and each of its Subsidiaries has the right to amend, freeze or terminate, including the right to reduce the benefits payable thereunder, or limit the eligibility therefor, each Employee Plan providing for severance, termination, redundancy or similar payments or benefits, other than (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severanceInternational Plan, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans any Employee Plan that is an employment, consulting, services or similar agreement with any individual current or former employee, director or consultant of the Company or any of its Subsidiaries or (iii) any Company Stock Plan (or award agreement thereunder). (f) Neither the Company nor any of its Subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees, directors or consultants of the Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (g) Any arrangement of the Company or any Subsidiary of the Company that is subject to Section 409A of the Code was administered in reasonable, good faith compliance with the requirements of Section 409A of the Code through December 31, 2008, and all arrangements of the Company and each of its Subsidiaries subject to Section 409A of the Code that provide payment after December 31, 2008 and were in existence on such date have been amended to comply with the requirements of the final regulations under Section 409A. Neither the Company nor any Subsidiary of the Company has elected to or is required to defer payment of amounts from a foreign entity which will be subject to the provisions of Section 457A of the Code. Neither the Company nor any Subsidiary of the Company has any obligation to gross-up or otherwise reimburse any person for any tax incurred by such person pursuant to Section 409A or Section 280G of the Code. (h) All contributions, premiums and payments accrued under each Employee Plan, determined in accordance with prior funding and accrual practices under GAAP, as adjusted to include proportional accruals for the period ending as of the date hereof, have been discharged and paid on or prior to the date hereof in accordance with their terms and applicable Law except to the extent reflected as a liability on the Company Balance Sheet. The Company and each of its Subsidiaries have made all social security contributions (including contributions to all mandatory provident fund schemes) in respect of or on behalf of all its employees in accordance with applicable Law. (i) There is no action, suit, investigation, audit or proceeding pending against or involving or, to the knowledge of the Company, threatened against or involving, any Employee Plan before any Governmental Authority. (j) In addition to the foregoing, with respect to each Employee Plan that is not subject to United States law (an “International Plan”): (i) the fair market value of the assets and benefit obligations of each International Plan that is a material defined benefit plan as of December 31, 2008 is set forth in the Company’s Annual Report on Form 10-K, according to the actuarial assumptions set forth therein, and there has been no material change in the financial condition of such Plan since December 31, 2008; (ii) each International Plan required to be provided to a Service Provider pursuant to registered has been registered and has been maintained in good standing with applicable Law without discretion as to regulatory authorities; (iii) there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its Subsidiaries relating to, or change in employee participation or coverage under, any International Plan that would increase materially the expense of maintaining such International Plan above the level of benefitsexpense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof; and (iv) from and after the Effective Time, Parent and its Affiliates will receive the full benefit of any such funds, accruals or reserves under the International Plans. (k) Except as would not result in a material liability to the Company, all contracts of employment or for services (i) with any employee of the Company or any of its Subsidiaries providing services outside the United States or (ii) with any director, consultant or independent contractor of or to the Company or any of its Subsidiaries, can be terminated on three months’ notice or less given at any time. (l) The Company and its Subsidiaries are in compliance with the U.S. Workers Adjustment and Retraining Notification Act (“WARN”) and have no liabilities pursuant to WARN.

Employee Benefit Plans. (a) As of the date of this Agreement, Section 3.11(a4.11(a) of the Company Seller Disclosure Schedule sets forth a true and complete list lists and, in the case of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” plans not reduced to writing, describes all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA, and all incentive and compensation plans, including without limitation all cash (including without limitation bonus) and equity (including without limitation stock option, restricted stock, stock purchase, stock appreciation rights), incentive, deferred compensation, retirement or supplemental retirement, severance, golden parachute, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, insurance and other similar fringe or employee benefit plans, programs or arrangements, whether written or unwrittenoral, and whether or not subject to ERISA and (ii) each other any employment or employee executive compensation or severance Contracts, written or otherwise, for the benefit plan, program, practice, policy, arrangementof, or agreementrelating to, whether written any present or unwrittenformer employee, including any compensation, employment, consulting, end director or independent contractor of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each casethe Company, (xi) that which is sponsored, maintained, administeredor has been entered into, contributed to, established by, participated in or entered into and/or maintained by the Company or its Subsidiaries any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with the Company (an “ERISA Affiliate”) within the meaning of Section 414 of the Code, or (ii) under which the Company or ERISA Affiliate has any liability whether or not such plan is terminated (together, the “Employee Plans”). Seller has provided to Buyer correct and complete copies of (where applicable) (i) summary plan descriptions related to each Employee Plan, (ii) the most recent determination letters or opinion letters received from the IRS for each Employee Plan, (iii) the current three most recent IRS Forms 5500 Annual Report for each Employee Plan, (iv) the most recent audited financial statement and actuarial valuation report for each Employee Plan, (v) the most recent discrimination testing results for each Employee Plan and (vi) all correspondence with, rulings by or future opinions by the United States Internal Revenue Service (the “IRS”) or the U.S. Department of Labor for each Employee Plan. No Employee Plans are maintained, sponsored, or contributed to by the Company and the Company does not have, and following the Closing will not have, any liability with respect to any Employee Plans, except as set forth in (i) the Unaudited Financial Statements or (ii) the Statement of Working Capital. (b) (i) There has been no “prohibited transaction,” as such term is defined in Section 406 of ERISA and Section 4975 of the Code, with respect to any Employee Plan (and which is not otherwise exempt); (ii) there has been no breach of fiduciary obligations imposed under Title I of ERISA with respect to any Employee Plan; (iii) there are no Claims pending (other than routine claims for benefits) or, to the Knowledge of Seller, threatened against any Employee Plan or against the assets of any Employee Plan; (iv) all Employee Plans conform to, and in their operation and administration are in all material respects in compliance with, the terms thereof and requirements prescribed by any and all statutes (including ERISA and the Code), Orders and governmental Regulations currently in effect with respect thereto and any other applicable Laws; (v) the Company and ERISA Affiliates have performed in all material respects all obligations required to be performed by them under each Employee Plan and are not in default under or in violation of, and Seller Company has no Knowledge of any default or violation by any other Person with respect to, any of the Employee Plans; and (vi) each Employee Plan intended to qualify under Section 401(a) of the Code is so qualified (and each corresponding trust is exempt under Section 501 of the Code), and has received or is the subject of a favorable determination or opinion letter from the IRS, and nothing has occurred which may reasonably be expected to cause the loss of such qualification (or exemption). (c) No Employee Plan is an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) subject to Title IV of ERISA or a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), and neither the Company nor any ERISA Affiliate has or has ever had an obligation to contribute, or incurred any liability in respect of a contribution, to any such employee pension benefit plan or multiemployer plan. (d) No Employee Plan is (i) a “voluntary employees’ beneficiary association” (within the meaning of Section 501(c)(9) of the Code), (ii) an “employee stock ownership plan” (within the meaning of Section 4975(e)(7) of the Code) or otherwise invests in “employer securities” (within the meaning of Section 409(l) of the Code), (iii) a “multiple employer plan,” as described in Code Section 413(c) or Sections 4063 or 4064 of ERISA, or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40)(A) of ERISA (a “MEWA”). If any Employee Plan is a MEWA, the benefits thereunder are fully insured. (e) Each Employee Plan that is a “group health plan” (within the meaning of Code Section 5000(b)(1)) has been operated in compliance in all material respects with the group health plan continuation coverage requirements of Section 4980B of the Code and Sections 601 through 608 of ERISA (“COBRA Coverage”), Section 4980D of the Code and Sections 701 through 713 of ERISA, Title XXII of the Public Health Service Act and the provisions of the Social Security Act, as amended, to the extent such requirements are applicable. No Employee Plan or other written or oral agreement exists which obligates the Company to provide health care coverage or medical, surgical, hospitalization, death or similar benefits (whether or not insured) to any current or former directoremployee, officer, employee or independent contractor director or consultant of the Company following such current or its Subsidiaries who is former employee’s, director’s or consultant’s termination of employment, service or consultancy with the Company, other than COBRA Coverage or similar state law coverage. (f) Except as set forth in Section 4.11(f) of the Seller Disclosure Schedule, no Employee Plan exists that, as a natural person result of the execution and delivery of this Agreement or the Contemplated Transactions (each, a “Service Provider”whether alone or in connection with any subsequent event(s)), could result in (yi) severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, (ii) accelerating the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Employee Plans or (iii) any breach or violation of, or default under, any of the Employee Plans. The Company has not made any payments, is not obligated to make any payments, and is not a party to any agreements that as a result of the Contemplated Transactions (whether alone or in connection with any subsequent event(s) could obligate it to make any payments, that will not be deductible under Section 280G of the Code. (g) All contributions and payments with respect to which the Company or any of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, each Employee Plan that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided made by the Company with respect to a Service Provider pursuant to applicable Law without discretion as periods ending on or prior to the level Closing Date have been, or will be, made or accrued before the Closing Date in accordance with the terms of benefitsthe applicable Employee Plan.

Employee Benefit Plans. (a) Section 3.11(a3.10(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in Section 3(3) of ERISA, whether written or unwritten, and whether or not subject to ERISA and (ii) each any other employment or employee benefit known plan, policy, program, practice, policy, arrangement, or agreement, understanding or arrangement (whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay oral) providing material compensation or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of material benefits to any current or former director, officer, employee or independent contractor consultant (or consultant to any dependent or beneficiary thereof of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”any ERISA Affiliate), which are now, or were within the past three (y3) with respect years, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate has any material obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements (each a “Company Benefit Plan”). Neither the Company, nor to the knowledge of the Company, or any other person or entity, has any express or implied commitment, whether legally enforceable or not, to establish, modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. With respect to each currently effective Company Benefit Plan, the Company has delivered to Parent true, correct and complete copies of (i) each Company Benefit Plan (or, if not written a written summary of its Subsidiaries material terms), including without limitation all plan documents, adoption agreements, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (ii) all summaries and summary plan descriptions, including any summary of material modifications, (iii) the annual reports (Form 5500 series) for the three most recent years filed or required to be filed with the IRS with respect to such Company Benefit Plan (and, if any such annual report is a Form 5500R, the Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, (v) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Company Benefit Plan and any pending request for such a determination letter, (vi) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Company Benefit Plan, and (vii) all filings made with any Governmental Entity, including but not limited any filings under the Voluntary Compliance Resolution or Closing Agreement Program or the Department of Labor Delinquent Filer Program. (b) Each Company Benefit Plan has been administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and contributions required to be made under the terms of any liability or (z) to which of the Company Benefit Plans as of the date of this Agreement have been timely made or, if not yet due, have been properly reflected on the most recent consolidated balance sheet filed or any incorporated by reference in the Company SEC Filings prior to the date of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be this Agreement. (c) Except as set forth on in Section 3.11(a3.10(c) of the Company Disclosure Schedule: (i) each Company Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has either received a favorable determination letter from the IRS as to its qualified status or the remedial amendment period for such Company Benefit Plan has not yet expired, and each trust established in connection with any employment contracts Company Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and to the Company’s knowledge no fact or consultancy agreements for employees event has occurred that has adversely affected or consultants who are natural persons could adversely affect the qualified status of any such Company Benefit Plan or the exempt status of any such trust, (ii) to the Company’s knowledge there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Company Benefit Plan that could result in liability to the Company, (iii) each Company Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability (other than (A) do not provide liability for severance, retention, change ordinary administrative expenses typically incurred in control, transaction bonus or other material compensation or benefits a termination event or (B) if the Company Benefit Plan is a pension benefit plan subject to Part 2 of Title I of ERISA, liability for the accrued benefits as of the date of such termination (if and to the extent required by ERISA) to the extent that either there are sufficient assets set aside in all material respects consistent with a standard form previously made available trust or insurance contract to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days satisfy such liability or such longer period liability is 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), (iv) no suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of the Company is threatened, against or with respect to any such Company Benefit Plan, including any audit or inquiry by the IRS or United States Department of Labor (other than routine benefits claims), (v) no Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (“Multiemployer Plan”) or other pension plan subject to Title IV of ERISA and none of the Company or any ERISA Affiliate has sponsored or contributed to or been required to contribute to a Multiemployer Plan or other pension plan subject to Title IV of ERISA, (vi) no material liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder, (vii) none of the assets of the Company or any ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code, (viii) neither the Company nor any ERISA Affiliate has any liability under ERISA Section 502, (ix) all tax, annual reporting and other governmental filings required by ERISA and the Code have been timely filed with the appropriate Governmental Entity and all notices and disclosures have been timely provided to participants, (x) all contributions and payments to such Company Benefit Plan are deductible under Code sections 162 or 404, (xi) no amount is required subject to Tax as unrelated business taxable income under local LawSection 511 of the Code, and (xii) no excise tax could be imposed upon the Company under Chapter 43 of the Code, except, in the case of clauses (iii), (vii), (viii), (ix), (x), (xi) and (xii), which would not, individually or in the aggregate, have a Material Adverse Effect. (d) Except as set forth in Section 3.10(d) of the Company Disclosure Schedule, no amount that could be received (whether in cash or property or the vesting of property), as a result of the consummation of the transactions contemplated by this Agreement, by any employee, officer or director of the Company or any of its Subsidiaries who is a “disqualified individual” (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any Company Benefit Plan could be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). Set forth in Section 3.10(d) of the Company Disclosure Schedule is (i) the estimated maximum amount that could be paid to any disqualified individual as a result of the transactions contemplated by this Agreement under all employment, severance and termination agreements, other compensation arrangements and Company Benefit Plans currently in effect, and (ii) plans the “base amount” (as defined in Section 280G(b)(e) of the Code) for each such individual as of the date of this Agreement. (e) Except as required by Law, no Company Benefit Plan provides any of the following retiree or arrangements required post-employment benefits to be provided any person medical, disability or life insurance benefits. No Company Benefit Plan is a voluntary employee benefit association under Section 501(a)(9) of the Code. The Company and each ERISA Affiliate are in material compliance with (i) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations (including proposed regulations) thereunder and any similar state law and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder, except where the failure to so comply would not, individually or in the aggregate, have a Service Provider pursuant Material Adverse Effect. (f) None of the Company or any of its Subsidiaries maintains, sponsors, contributes or has any liability with respect to applicable Law without discretion as any employee benefit plan, program or arrangement that provides benefits to non-resident aliens with no U.S. source income outside of the level of benefitsUnited States.

Employee Benefit Plans. (a) Section 3.11(a3.10(a) of the Company Disclosure Schedule Letter sets forth a true and complete list list, separately identified for each country in which current or former employees, consultants or directors of each material the Company Benefit Plan. “Company Benefit Plan” shall mean each (i) and any of its Subsidiaries are based, of all “employee benefit planplans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA, whether written or unwritten”)), and whether or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonusseparation, retention, severance or change in control agreement, and any other plans, agreements or arrangements (including contracts of insurance and contracts with current service providers) involving compensation or benefits relating to pension, welfare benefits, severance, retention, vacation, leaves of absence, company awards, supplemental unemployment, salary continuation for disability, retirement, deferred compensation, profit-sharing, deferred bonus or other incentive compensation, stock option, equity or and equity-based compensation, stock purchasepurchase arrangements or policies, employee stock ownershiphospitalization, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plansmedical insurance, life insurance plansinsurance, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit planbusiness travel and personal accident insurance, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into and educational assistance maintained by the Company or any of its Subsidiaries for the current or future benefit of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect to which the Company or any of its Subsidiaries has any liability obligation or (z) to which liability, contingent or otherwise, in respect of current or former employees, consultants or directors of the Company or any of its Subsidiaries (“Company Benefit Plans”). None of the Company, the Subsidiaries or any of their Affiliates and any trade or business (whether or not incorporated) that is or has ever been under common control, or that is or has ever been treated as a party; single employer, with any of them under Section 414(b), (c), (m) or (o) of the Code (each, an “ERISA Affiliate”) in the past six years contributes to or has sponsored, maintained, contributed to or had any liability in respect of any “defined benefit pension plan” (as defined in Section 3(35) of ERISA) or plan subject to Section 412 of the Code or Section 302 of ERISA including any “multiemployer plan” (as defined in Section 3(37) of ERISA). (b) True and complete copies of the following documents, in respect of each of the Company Benefit Plans (as applicable), have been delivered or made available to Parent: (i) except where form agreements substantially representative of the actual agreements have been provided, copies of all employment, consulting, separation, retention, severance or change in control agreements with current or former employees, independent contractors, consultants or directors of the Company and any of its Subsidiaries, (ii) any plans and related trust documents and all amendments thereto, or written summaries of all unwritten Employee Benefit Plans, (iii) the most recent Forms 5500 and schedules thereto, (iv) the most recent financial statements and actuarial valuations, (v) the most recent IRS determination letter, (vi) the most recent summary plan descriptions (including letters or other documents updating such descriptions), and (vii) written descriptions of all non-written agreements relating to the Company Benefit Plans. (c) No material action, dispute, suit, claim, arbitration, or legal, administrative or other proceeding or governmental action (other than claims for benefits in the avoidance ordinary course) is pending or, to the Knowledge of doubtthe Company, threatened (x) with respect to any Company Benefit Plan by any current or former employee, officer or director of the Company or any of its Subsidiaries, (y) alleging any breach of the material terms of any Company Benefit Plan or any fiduciary duties or (z) with respect to any violation of any applicable Law with respect to such Company Benefit Plan, any of which is reasonably likely to result in a material liability. (d) Each Company Benefit Plan has been maintained and administered in all material respects in compliance with its terms and with applicable Law, including ERISA and the Code to the extent applicable thereto. Any Company Benefit Plan intended to be qualified under Section 401(a) or 401(k) of the Code is in a prototype or master plan that has received a favorable notification letter from the United States Internal Revenue Service (the “IRS”) approving the form of the prototype or master plan and, to the Knowledge of the Company, no fact or event has occurred that would reasonably be expected to affect adversely the qualified status of any such Company Benefit Plan. Neither the Company nor any of its Subsidiaries maintains or contributes to any plan or arrangement which provides medical benefits to any employee or former employee following need not be his retirement, except (i) as required by applicable Law or as provided in individual agreements upon a severance event or (ii) as set forth on in Section 3.11(a3.10(d) of the Company Disclosure Schedule: Letter. (e) With respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (i) there does not exist any employment contracts accumulated funding deficiency within the meaning of Section 412 of the Code or consultancy agreements Section 302 of ERISA, (ii) no reportable event within the meaning of Section 4043(c) of ERISA for employees which the 30-day notice requirement has not been waived has occurred, (iii) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in full, (iv) no material liability (other than for premiums to the PBGC) under Title IV of ERISA has been or consultants who is expected to be incurred by the Company or any of its Subsidiaries and (v) the PBGC has not instituted proceedings to terminate any such Company Benefit Plan. (f) All material contributions, premiums and other material payments required by Law or any Company Benefit Plan have been made under any such plan to any fund, trust or account established thereunder or in connection therewith by the due date thereof; and any and all material contributions, premiums and other payments with respect to compensation or service before and through the Closing Date, or otherwise with respect to periods before and through the Closing Date, due from any of the Company or its Subsidiaries to, under or on account of each Company Benefit Plan shall have been paid prior to the Closing Date or shall have been fully reserved and provided for or accrued on the Company’s financial statements. (g) 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 or officer of the Company or any of its Subsidiaries to severance pay, retention bonuses, parachute payments, non-competition payments, unemployment compensation or any other payment, except as expressly provided in this Agreement or as required by applicable Law, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, consultant or officer, except as expressly provided in this Agreement or (iii) result in any forgiveness of indebtedness or obligation to fund benefits with respect to any such employee, director or officer. Neither the Company nor any of its Subsidiaries has made any payments, is obligated to make any payments, or is a party to any agreement, contract, arrangement, or plan that could obligate it to make any payments, that are natural persons that or could be, separately or in the aggregate, “excess parachute payments” within the meaning of Section 280G of the Code (Awithout regard to Section 280G(b)(4) do not provide for severanceand 280G(b)(5) thereof). No director, retentionofficer, change in controlemployee or service provider is entitled to a gross-up, transaction bonus make whole or other material payment as a result of the imposition of taxes under Section 280G or 4999 of the Code pursuant to any agreement or arrangement with the Company or any of its Subsidiaries. (h) Section 3.10(h) of the Company Disclosure Letter sets forth a list of all deferred compensation or benefits or (B) are in all material respects consistent with a standard form previously made available which, to Parent where the severance period or required notice Knowledge of termination provided the Company, is not in excess compliance with Section 409A of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsCode.

Employee Benefit Plans. (a) Section 3.11(a3.12(a) of the Company Disclosure Schedule Letter sets forth a true true, complete and complete correct list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in Section 3(3) of ERISAthe Employee Retirement Income Security Act of 1974, whether written or unwrittenas amended, and the regulations promulgated thereunder (“ERISA”) (whether or not subject to ERISA ERISA), and (ii) each any other employment or employee benefit material plan, policy, program, practice, policy, arrangement, or agreement, understanding or arrangement (whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay oral) providing compensation or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of benefits to any current or former director, officer, employee or independent contractor consultant (or consultant to any dependent or beneficiary thereof) of the Company or its Subsidiaries who is a natural person any ERISA Affiliate, which are now maintained, sponsored or contributed to by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate has any material obligation or liability, whether actual or contingent, including all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock, restricted stock unit, stock-based compensation, change-in-control, retention, employment, consulting, personnel or severance policies, programs, practices, Contracts or arrangements (each, a “Service ProviderCompany Benefit Plan”). For purposes of this Agreement, (y) with respect the term “Company Foreign Benefit Plans” shall mean those Company Benefit Plans maintained, sponsored or contributed to which primarily for the benefit of current or former employees of the Company or any of its Subsidiaries has any liability ERISA Affiliate who are or (z) to which were regularly employed outside the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on United States. Section 3.11(a3.12(a) of the Company Disclosure Schedule: Letter sets forth a true, complete and correct list of each Company Foreign Benefit Plan to Parent. For purposes of this Section 3.12 and Section 4.11, “ERISA Affiliate” shall mean any entity (iwhether or not incorporated) that, together with any employment contracts other entity, is considered under common control and treated as one employer under Section 414(b) of the Code. The Company has no express or consultancy agreements for employees implied commitment to terminate or consultants who are natural persons that (A) do not provide for severancemodify or change any Company Benefit Plan, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent than with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided respect to a Service Provider pursuant termination, modification or change required by this Agreement, ERISA or the Code or which would not, individually or in the aggregate, reasonably be expected to applicable Law without discretion as to the level of benefitshave a Company Material Adverse Effect.

Employee Benefit Plans. (a) Section 3.11(a) of the Company Disclosure Schedule Letter sets forth a true correct and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) all employee welfare benefit plans (as defined in section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), (ii) all employee pension benefit plan” plans (as defined in Section 3(33(2) of ERISA) and (iii) all other employee benefit plans, programs, policies, agreements or arrangements, including any deferred compensation plan, incentive plan, bonus plan or arrangement, stock option plan, stock purchase plan, stock award plan or other equity-based plan, change in control agreement, retention, severance pay plan, dependent care plan, sick leave, disability, death benefit, group insurance, hospitalization, dental, life, any fund, trust or arrangement providing health benefits including multiemployer welfare arrangements, a multiple employer welfare fund or arrangement, cafeteria plan, employee assistance program, scholarship program, employment contract (other than offer letters for at-will employment), retention incentive agreement, termination agreement, severance agreement, consulting agreement, vacation policy, employee loan, or other similar plan, agreement or arrangement, whether written or unwrittenoral, and whether funded or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangementunfunded, or agreement, whether written actual or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, contingent that (xA) that is sponsored, maintained, administered, contributed to, participated in or entered into maintained by the Company or any of its Affiliates for the benefit of current employees of the Company or any of its Affiliates (“Company Employees”), former Company Employees or their beneficiaries, consultants or directors of the Company (collectively, “Affected Employees”), (B) has been approved by the Company or any of its Affiliates but is not yet effective for the benefit of Affected Employees or their beneficiaries, or (C) was previously maintained by the Company or any of its Affiliates for the benefit of the Affected Employees or their beneficiaries and with respect to which the Company has any liability (each a “Plan” and collectively the “Plans”). The Company has made available to Parent a correct and complete copy (where applicable) of (1) each Plan (or, where a Plan has not been reduced to writing, a summary of all material Plan terms of such Plan), (2) each trust or funding arrangement prepared in connection with each such Plan, (3) the three most recently filed annual reports on Internal Revenue Service (“IRS”) Form 5500 or any other annual report required by applicable Law, (4) the most recently received IRS determination letter for each such Plan, (5) the most recently prepared actuarial report and financial statement in connection with each such Plan, (6) the most recent summary plan description, any summaries of material modification, any employee handbooks, (7) for the last three years, all correspondence with the IRS, United States Department of Labor (“DOL”) and any other Governmental Entity (A) pertaining to an audit of a Plan or a submission under the IRS Employee Plans Compliance Resolution System (except for routine ministerial correspondence acknowledging receipt of such a submission and the like), (B) pertaining to a determination letter application (except for routine ministerial correspondence acknowledging receipt of such an application and the like) (C) requesting information from or about a Plan, (D) pertaining to a penalty or proposed penalty in respect of the operation of a Plan, (E) pertaining to a prohibited transaction or alleged prohibited transaction under Sections 406 or 407 of ERISA or an excise tax under Section 4975 of the Code, (F) regarding the termination or proposed termination of a Plan, (G) pertaining to the frequency or timing of transactions of an investment fund maintained under a Plan, or (H) relating to a claim for benefits made under a Plan and (8) all contracts with third-party administrators, actuaries, investment managers, consultants and other independent contractors that relate to any Plan. Neither the Company nor any of its Subsidiaries has any plan or commitment to establish any new Plan or to modify any Plan except as required by Law. (b) Neither the Company, any of its Subsidiaries nor any other Person or entity that, together with the Company or any of its Subsidiaries, is or was treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company and any of its Subsidiaries, an “ERISA Affiliate”), has now or at any time within the past six years (and in the case of any such other Person or entity, only during the period within the past six years that such other Person or entity was an ERISA Affiliate) contributed to, sponsored, or maintained (i) a pension plan (within the meaning of Section 3(2) of ERISA) subject to Section 412 of the Code or Title IV of ERISA, (ii) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA or the comparable provisions of any other applicable Law) (a “Multiemployer Plan”) or (iii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which an ERISA Affiliate would reasonably be expected to incur liability under Section 4063 or 4064 of ERISA. Except as set forth in Section 3.1l(b) of the current or future benefit of Company Disclosure Letter, no Plan exists that would reasonably be expected to result in the payment to any current or former directorCompany Employee, officer, employee or independent contractor director or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect to which the Company or any of its Subsidiaries has of any liability money or (z) other property or accelerate or provide any other rights or benefits to which any current or former Company Employee, director or consultant of the Company or any of its Subsidiaries is as a party; provided, for result of the avoidance consummation of doubt, that the following need not be Merger or any other transaction contemplated by this Agreement (whether alone or in connection with any other event). Except as set forth on in Section 3.11(a3.11 (b) of the Company Disclosure Schedule: Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event) result in any payment or other benefit that has been or may be made to any current or former Company Employee or independent contractor of the Company or any of its Subsidiaries under any employment, severance or termination agreement, other compensation arrangement or employee benefit plan or arrangement with the Company or any of its Subsidiaries to be characterized as an “excess parachute payment,” as such term is defined in Section 280G of the Code. Neither the Company nor any of its Subsidiaries is a party to any material contract, arrangement or plan pursuant to which it is bound to compensate any Person for any excise or other additional Taxes paid pursuant to Section 409A or 4999 of the Code or any similar provision of state, local or foreign Law. (c) Other than as set forth in Section 3.11(c) of the Company Disclosure Letter, (i) each Plan has been maintained and operated in compliance in all material respects with its terms and applicable Law, including ERISA, the Code, Section 4980B of the Code (as well as its predecessor provision, Section 162(k) of the Code) and Sections 601 through 608, inclusive, of ERISA, which provisions are hereinafter referred to collectively as “COBRA”, and any employment contracts other applicable Laws, including the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993 and the Health Insurance Portability and Accountability Act of 1996, (ii) with respect to each Plan, all reports, returns, notices and other documentation that are required to have been filed with or consultancy agreements furnished to the IRS, the DOL or any other Governmental Entity, or to the participants or beneficiaries of such Plan have been filed or furnished on a timely basis, (iii) each Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is the subject of a favorable advisory or opinion letter from the IRS to the effect that the Plan satisfies the requirements of Section 401 (a) of the Code taking into account the changes in qualification requirements under Section 401(a) of the Code made by the Uruguay Round Agreements Act, the Small Business Job Protection Act of 1996, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Taxpayer Relief Act of 1997, the Internal Revenue Service Restructuring and Reform Act of 1998, and the Community Renewal Tax Relief Act of 2000 and that its related trust is exempt from taxation under Section 501(a) of the Code and has been timely amended to reflect changes in the qualification requirements under Section 401(a) of the Code made by the Economic Growth and Tax Relief Reconciliation Act of 2001 and any applicable IRS guidance issued thereunder, and to the Knowledge of the Company there are no facts or circumstances that could reasonably be expected to cause the loss of such qualification or the imposition of any liability, penalty or tax under ERISA, the Code or any other applicable Laws, (iv) other than routine claims for employees benefits, no Liens, Claims or consultants who complaints to or by any person or Governmental Entity have been filed against any Plan or the Company or against any other Person and to the Knowledge of the Company no such Liens, Claims or complaints are natural persons contemplated or threatened with respect to any Plan. (d) Except as set forth on Section 3.11(d) of the Company Disclosure Letter, to the Knowledge of the Company with respect to any Plan, (i) no Claims (other than routine claims for benefits in the ordinary course) are pending or threatened, (ii) no facts or circumstances exist that would reasonably be expected to give rise to any such Claims and (Aiii) do not provide for severanceno administrative investigation, retention, change in control, transaction bonus audit or other material administrative proceeding by the DOL, the IRS or other Governmental Entity, including any voluntary compliance submission through the IRS’s Employee Plans Compliance Resolution System or the DOL’s Voluntary Fiduciary Correction Program, is pending, in progress or threatened. (e) Except as set forth on Section 3.11(e) of the Company Disclosure Letter, neither the Company, any of its Subsidiaries nor to the Knowledge of the Company any other “party in interest” or “disqualified person” with respect to any Plan has engaged in a non- exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code involving such Plan. To the Knowledge of the Company, no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply with the requirements of ERISA, the Code or any other applicable Laws in connection with the administration or investment of the assets of any Plan. (f) Except as set forth in Section 3.11(f) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event) (i) result in any payment becoming due, or increase the amount of any compensation due, to any Affected Employee, (ii) increase any benefits otherwise payable under any Plan, (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits or (Biv) are result in a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or section 4975 of the Code. (g) No oral commitments have been made by an officer of the Company with the authority to make such commitments that would preclude the Company from amending or terminating any Plan to the extent the Plan otherwise permits amendment or termination. (h) All contributions (including all employer contributions and employee salary reduction contributions) or premium payments required to have been made as of the date hereof under the terms of any Plan, in accordance with applicable Law (including pursuant to 29 C.F.R. Section 2510.3-102), and have been timely made or reflected on the Company’s financial statements in accordance with U.S. GAAP. No “accumulated funding deficiency” as defined in Section 302 of ERISA or Section 412 of the Code, whether or not waived, exists with respect to any Plan subject to Section 302 of ERISA or Section 412 of the Code and the Company is not and does not expect to be, subject to (i) any requirement to post security pursuant to Section 412(f) of the Code or (ii) any lien pursuant to Section 412(n) of the Code. (i) The Company and its Affiliates have complied, and currently comply, in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice applicable continuation coverage requirements for each Plan that is an employee welfare plan, as defined in Section 3(1) of termination provided is not in excess of thirty ERISA, including (30i) days or such longer period as is required under local Law, COBRA and (ii) plans any applicable state Laws mandating health insurance continuation coverage for employees. Except for the continuation coverage requirements under COBRA, the Company and its Affiliates have no obligations or arrangements potential liability for benefits to current or former Affected Employees or their respective employees or their respective dependents following termination of employment or retirement under any of the Plans that are employee welfare benefit plans. (j) Each Plan subject to the provisions of Section 401(k) or 401(m) of the Code, or both, has been tested for and has satisfied the requirements of Section 401(k)(3), Section 401(m)(2) and Section 416 of the Code, as applicable, for each plan year ending prior to Closing. (k) Except as set forth on Schedule 3.11(k) of the Company Disclosure Letter, with respect to each Plan maintained in a jurisdiction outside of the United States or for employees outside of the United States, including any such plan required to be provided maintained or contributed to a Service Provider pursuant by applicable law, custom or rule of the relevant jurisdiction (“Foreign Plan”): (i) each Foreign Plan is operated and maintained in accordance with applicable laws in all material respects; (ii) all employer and employee contributions to applicable Law without discretion each Foreign Plan required by law or by the terms of such Foreign Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (iii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Effective Time, with respect to all current or former participants in such plan according to the level of benefitsactuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iv) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and the Company has obtained all necessary approvals in connection therewith. Each Foreign Plan is set forth on Schedule 3.11(a).

Employee Benefit Plans. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth a true Sub does not have and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in Section 3(3) of ERISA, whether written or unwritten, and whether or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including has never had any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, vacation, holiday pay or other paid time offbonus, bonus or other incentive plansincentive, medical, retiree medical, vision, dental or other health plansdental, health, life insurance plansinsurance, other employee benefit plans or fringe benefit plans plans, including "employee benefit plans" as that term is defined in Section 3(3) of ERISA (collectively, the "Sub Benefit Plans"). Sub does not now, and has never sponsored, in whole or other similar compensation in part, or contributed to any such "employee benefit plan" for the benefit of employees, program retirees, dependents, spouses, directors, independent contractors, or arrangement, in each case, (x) that is sponsoredother beneficiaries. Sub has not adopted, maintained, administeredsponsored, in whole or in part, or contributed to, participated to (i) a "defined benefit plan" (as defined in Section 414(j) of the Internal Revenue Code); (ii) a plan which is subject to Section 412 of the Internal Revenue Code; (iii) a plan which is subject to Title IV of ERISA; or entered into by (iv) a multi-employer plan within the Company or its Subsidiaries for the meaning of Section 3(37) of ERISA. (b) Sub does not have any current or future benefit projected Liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired or former employees of Sub. (c) 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, golden parachute, or otherwise) becoming due to any director or any current or former directoremployee of Sub from Sub under any Sub Benefit Plan or otherwise; (ii) increase any benefits otherwise payable under any Sub Benefit Plan; or (iii) result in any acceleration of the time of payment or vesting of any such benefit. (d) There is no contract, officeragreement, plan or arrangement covering any employee or independent contractor former employee of Sub that, individually or consultant collectively, could give rise to the payment of any amount by Sub that would not be deductible pursuant to the terms of Section 280G of the Company or its Subsidiaries who Internal Revenue Code. (e) No tax under Section 4980B of the Internal Revenue Code has been incurred in respect of any Sub Benefit Plan that is a natural person (eachgroup health plan, a “Service Provider”), (y) with respect to which the Company or any of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on as defined in Section 3.11(a5000(b)(1) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsInternal Revenue Code.

Employee Benefit Plans. (a) Section 3.11(a4.15(a) of the Company Buyer Disclosure Schedule sets forth a true correct and complete list of each material Company Buyer Benefit Plan. For purposes of this Agreement, “Company Buyer Benefit Plan” shall mean each means any (i) “employee pension benefit plan” (as defined in Section 3(33(2) of ERISA), whether written or unwritten, and whether or not subject to ERISA and (ii) each other employment “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) or employee benefit (iii) plan, program, practice, policy, arrangement, or agreement, whether written policy or unwritten, including any arrangement providing for compensation, employment, consultingbenefits, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirementretirement benefits, profit-sharing, deferred compensation, stock option, phantom stock, stock appreciation, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, long service award, vacation, holiday pay or other paid time offbonus, bonus or other incentive planscommissions, incentive, medical, retiree medical, vision, dental or other health plansbenefits, life insurance plansor death benefits, disability benefits, any other employee benefit plans or benefit, fringe benefit plans or other similar compensation post-employment or retirement benefit, including any “employee benefit plan, program ” as that term is defined in Section 3(3) of ERISA (whether or arrangementnot subject to ERISA), in each case, case (x) that is sponsored, maintainedmaintained or administered by Buyer or any Subsidiary, administered, contributed to, participated in (y) to which Buyer or entered into by the Company any Subsidiary contributes or its Subsidiaries is obligated to contribute for the current or future benefit of any current or former directoremployees, officerdirectors, employee consultants or independent contractor contractors or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (yz) with respect to which the Company Buyer or any of its Subsidiaries has or could reasonably be expected to have any liability obligation or (z) liability, contingent or otherwise. With respect to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be each Buyer Benefit Plan set forth on Section 3.11(a4.15(a) of the Company Buyer Disclosure Schedule, Buyer has made available to Company the following, to the extent applicable: (i) all documents constituting the Buyer Benefit Plan, including the plan document and all amendments or, if any employment contracts or consultancy agreements for employees or consultants who are natural persons that Buyer Benefit Plan is not in writing, a written description of the material terms of such Buyer Benefit Plan; (Aii) do not provide for severanceeach trust, retentioninsurance, change in control, transaction bonus annuity or other funding contract related thereto; (iii) the most recent actuarial valuation report; (iv) the most recent summary plan description, including any summary of material compensation modifications required under ERISA with respect to such Buyer Benefit Plan; (v) the most recent financial statements; (vi) the most recent IRS determination or benefits opinion letter, if any, issued by the IRS with respect to any such Buyer Benefit Plan that is intended to qualify under Section 401(a) of the Code; (vii) the most recent annual reports for such Buyer Benefit Plan or any trust holding assets thereof, that are required to be filed with any Governmental Entity under applicable Law, including all reports on Form 5500 that are required under ERISA or the Code (Band all schedules, financial statements and audit reports attached thereto); and (viii) are in all material respects consistent with a standard form previously group insurance contracts, any stop-loss, excess or similar insurance policy pertaining to the Buyer Benefit Plan; provided, however, that to the extent any such materials have not been made available to Parent where Company as of the severance period or required notice date hereof, Buyer shall provide copies of termination provided is not such materials as promptly as reasonably practicable and in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to no event later than four weeks after the level of benefitsdate hereof.

Employee Benefit Plans. (a) Section 3.11(a3.15(a) of the Company Disclosure Schedule Letter sets forth a true complete and complete list correct list, as of each material Company Benefit Plan. “Company Benefit Plan” shall mean each the date hereof, of (i) each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether written or unwritten, and whether or not subject to ERISA ) and (ii) each other employment or employee benefit plan, program, practicecontract, policy, arrangement, fund or agreement, arrangement (whether written or unwrittenoral, qualified or nonqualified, funded or unfunded, foreign or domestic, currently effective or terminated) and any trust, escrow or similar agreement related thereto, whether or not funded, including any compensationequity option, equity purchase, equity appreciation right, equity-based incentive, employment, consulting, end of service or severance, termination protection, change in control, transaction cash bonus, retentionincentive compensation, retirement, pension, retirementdeferred compensation, profit-sharing, deferred compensationunemployment or severance compensation plan, stock optionprogram, equity contract, fund or equity-based compensationarrangement provided to any current or former employees, stock purchasedirectors, employee stock ownershipmanagers, vacationofficers, holiday pay individual consultants or individual independent contractors of any member of the Company Group, that are sponsored or maintained by any member of the Company Group or any other paid time offmember of the Controlled Group, bonus or with respect to which any member of the Company Group or any other incentive plansmember of the Controlled Group has made or is required to make payments, medicaltransfers or contributions to or on behalf of such individuals or with respect to which any member of the Company Group or any other member of the Controlled Group has or could have any Liability with respect to such individuals (all of the above items, retiree medicalwhether listed or required to be listed in Section 3.15(a) of the Company Disclosure Letter, vision, dental being hereinafter individually or collectively referred to as an “Employee Benefit Plan” or “Employee Benefit Plans,” respectively). Section 3.15(a) of the Company Disclosure Letter identifies each Company Benefit Plan. No member of the Company Group has any current Liability with respect to any Employee Benefit Plan or any other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, other than the Company Benefit Plans or any employee benefit plan, program or arrangement that is mandated by Applicable Laws. No Company Benefit Plan is maintained outside of the United States. (b) Copies of the following materials have been made available to Buyer: (i) all current plan documents for each Company Benefit Plan or, in each casethe case of an unwritten Company Benefit Plan, a written description thereof, (xii) that is sponsoredall determination, advisory or opinion letters from the IRS with respect to any of the Company Benefit Plans, (iii) all current summary plan descriptions, summaries of material modifications, annual reports and summary annual reports with respect to any of the Company Benefit Plans, (iv) all current trust agreements, insurance contracts and other documents relating to the funding or payment of benefits under any Company Benefit Plan, and (v) all material correspondence relating to any Company Benefit Plan between any member of the Company Group and any Governmental Authority within three years preceding the date hereof. (c) Each of the Employee Benefit Plans has been maintained, administeredoperated and administered in material compliance with, and each of the Company Benefit Plans has been maintained, operated and administered in compliance with, its terms and Applicable Laws, including ERISA and the Code. There have been no prohibited transactions or breaches of any of the duties imposed on “fiduciaries” (within the meaning of Section 3(21) of ERISA) by ERISA with respect to the Company Benefit Plans that could result in any Liability or excise Tax under ERISA or the Code being imposed on any member of the Company Group. (d) (i) Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code has either received a favorable determination letter from the IRS with respect to such Company Benefit Plan as to its qualified status under the Code, or with respect to a prototype Company Benefit Plan, the prototype sponsor has received a favorable IRS opinion letter, or the Company Benefit Plan or prototype sponsor has remaining a period of time under applicable Code regulations or pronouncements of the IRS in which to apply for such a letter and make any amendments necessary to obtain a favorable determination or opinion as to the qualified status of each such Company Benefit Plan and (ii) to the Knowledge of the Company, no event has occurred since the most recent determination or opinion letter or application therefor relating to any such Company Benefit Plan that would reasonably be expected to result in the revocation of such letter. (e) Except as would not result in Liability to any member of the Company Group, no member of the Company Group nor any other member of the Controlled Group maintains, contributes to, or sponsors (or has ever maintained, contributed to, participated or sponsored) a “multiemployer plan” (as defined in Section 3(37) of ERISA or entered into by Section 414(f) of the Company Code), a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or its Subsidiaries for Section 412 of the current Code or future benefit a “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code. With respect to each group health plan benefiting any current or former director, officer, employee or independent contractor or consultant of any member of the Company Group or its Subsidiaries who any other member of the Controlled Group that is a natural person subject to Section 4980B of the Code, except as would not result in material Liability to any member of the Company Group, each member of the Company Group and each other member of the Controlled Group have complied with the continuation coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA. (eachf) There are no pending or, a “Service Provider”to the Knowledge of the Company, threatened Proceedings (other than routine claims for benefits), against or affecting any Company Benefit Plan, by any current or former employee or beneficiary covered under such Company Benefit Plan(as applicable) or otherwise involving such Company Benefit Plan, nor, to the Knowledge of the Company, is there any basis for one. (yg) with respect to which the Company or any of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be Except as set forth on in Section 3.11(a3.15(g) of the Company Disclosure Schedule: Letter, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event, (i) entitle any employment contracts current or consultancy agreements for employees former director or consultants who are natural persons that employee of any member of the Company Group (Aor the dependents of any such Persons) do not provide for severanceto any payment (whether of severance pay or otherwise), retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans increase the amount or arrangements value of any benefit or compensation otherwise payable or required to be provided to any such director or employee (or the dependents of any such Persons) or (iii) accelerate the time of payment or vesting of amounts due any such director or employee (or the dependents of any such Persons). (h) No amount that could be received (whether in cash or property or the vesting of property) as a Service Provider result of any of the transactions contemplated by this Agreement by any employee, officer or director of any member of the Company Group 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 Employee Benefit Plan currently in effect would be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code). Each Company Benefit Plan and any other payment or arrangement for which any member of the Company Group has Liability that is subject to Section 409A of the Code is in documentary compliance with, and has been operated in compliance with, Section 409A of the Code, and no Person has a right to any gross up or indemnification from any member of the Company Group with respect to any such Company Benefit Plan, payment or arrangement subject to Section 409A of the Code. (i) No Employee Benefit Plan provides payments or benefits, including post-termination health or life insurance benefits, beyond termination of service or retirement (other than for continuation coverage required to be provided pursuant to applicable Law without discretion Section 4980B of the Code). (j) No Company Benefit Plan provides benefits to any individual who is not a current or former employee of any member of the Company Group, or the dependents or other beneficiaries of any such current or former employee. (k) No Company Benefit Plan is or at any time was funded through a “welfare benefit fund” as defined in Section 419(e) of the Code, and no benefits under any Company Benefit Plan are or at any time have been provided through a voluntary employees’ beneficiary association (within the meaning of subsection 501(c)(9) of the Code) or a supplemental unemployment benefit plan (within the meaning of Section 501(c)(17) of the Code). All (i) insurance premiums required to be paid with respect to, (ii) benefits, expenses and other amounts due and payable under, and (iii) contributions, transfers or payments required to be accrued or made to, any Company Benefit Plan on or prior to the level of benefitsClosing Date will have been paid, made or accrued on or prior to the Closing Date.

Employee Benefit Plans. (ai) Section 3.11(a) of Except as set forth on Schedule 6.02(m)(i), the Company Disclosure Schedule sets forth does not sponsor, maintain or contribute to or have any obligation to maintain or contribute to, or have any direct or indirect liability, whether contingent or otherwise, with respect to any plan, program, arrangement or agreement that is a true and complete list of each material pension, profit-sharing, savings, retirement, employment, consulting, severance pay, termination, executive compensation, incentive compensation, deferred compensation, bonus, stock purchase, stock option, phantom stock or other equity-based compensation, change-in-control, retention, salary continuation, vacation, sick leave, disability, death benefit, group insurance, hospitalization, medical, dental, life (including all individual life insurance policies as to which the Company Benefit Plan. is the owner, the beneficiary, or both), Code Section 125 “Company Benefit Plancafeteria” shall mean each or “flexible” benefit, employee loan, educational assistance or fringe benefit plan, program, arrangement or agreement, whether written or oral, including, without limitation, any (iA) “employee benefit plan” within the meaning of Section 3(3) of ERISA or (B) other employee benefit plans, agreements, programs, policies, arrangements or payroll practices, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as defined a result of the transaction contemplated by this Agreement or otherwise) under which any current or former officer, director, employee, leased employee, consultant or agent (or their respective beneficiaries) of the Company has any present or future right to benefits (individually, a “Company Employee Plan,” and collectively the “Company Employee Plans”). All references to the “Company” in this Section 6.02(m) shall refer to the Company, its subsidiaries and Affiliates and any employer that would be considered a single employer with the Company under Sections 414(b), (c), (m) or (o) of the Code. (ii) The Company does not maintain, contribute or have any liability, whether contingent or otherwise, with respect to, and has not within the preceding six years maintained, contributed or had any liability, whether contingent or otherwise, with respect to any Company Employee Plan (including, for such purpose, any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether written which the Company previously maintained or unwrittencontributed to within such preceding six years), and whether that is, or not has been, (A) subject to Title IV of ERISA (a “Title IV Plan”) or Section 412 of the Code, (B) maintained by more than one employer within the meaning of Section 413(c) of the Code, (C) subject to Sections 4063 or 4064 of ERISA, (D) a “multiemployer plan,” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”), (E) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, or (F) an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and that is not intended to be qualified under Section 401(a) of the Code. (iiiii) (A) Each Company Employee Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws; (B) with respect to each Company Employee Plan, all reports, returns, notices and other documentation that are required to have been filed with or furnished to the Internal Revenue Service (the “IRS”), the United States Department of Labor (“DOL”) or any other Governmental Authority, or to the participants or beneficiaries of such Company Employee Plan have been filed or furnished on a timely basis; (C) each Company Employee Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter or opinion letter from the IRS to the effect that the Company Employee Plan satisfies the requirements of Section 401(a) of the Code and that its related trust is exempt from taxation under Section 501(a) of the Code and, to the Knowledge of the Company, there are no facts or circumstances that could reasonably be expected to cause the loss of such qualification or the imposition of any material liability, penalty or tax under ERISA, the Code or any other employment applicable Laws; (D) other than routine claims for benefits, no Liens, lawsuits or complaints to or by any person or Governmental Authority have been filed against any Company Employee Plan or the Company or, to the Knowledge of the Company, against any other person or party and, to the Knowledge of the Company, no such Liens, lawsuits or complaints are contemplated or threatened with respect to any Company Employee Plan; (E) no individual who has performed services for the Company has been improperly excluded from participation in any Company Employee Plan; and (F) there are no audits or proceedings initiated pursuant to the IRS Employee Plans Compliance Resolution System (currently set forth in Revenue Procedure 2008-50) or similar proceedings pending with the IRS or DOL with respect to any Company Employee Plan. (iv) Neither the Company nor any organization to which the Company is a successor or parent corporation, within the meaning of Section 4069(b) of ERISA, has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA. (v) Neither the Company nor, to the Knowledge of the Company, any other “party in interest” or “disqualified person” with respect to any Company Employee Plan has engaged in a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code involving such Company Employee Plan which, individually or in the aggregate, could reasonably be expected to subject the Company to a tax or penalty imposed by Section 4975 of the Code or Sections 501, 502 or 510 of ERISA. To the Knowledge of the Company, no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply with the requirements of ERISA, the Code or any other applicable laws in connection with the administration or investment of the assets of any Company Employee Plan. (vi) All liabilities or expenses of the Company in respect of any Company Employee Plan (including workers compensation) which have not been paid, have been properly accrued on the Company’s most recent financial statements in compliance with GAAP. All contributions (including all employer contributions and employee benefit plan, program, practice, policy, arrangementsalary reduction contributions) or premium payments required to have been made under the terms of any Company Employee Plan, or agreementin accordance with applicable Law, whether written as of the date hereof have been timely made or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by reflected on the Company Unaudited April 30, 2011 Balance Sheet in accordance with GAAP. (vii) The Company has no obligation to provide or its Subsidiaries make available post-employment benefits under any Company Employee Plan which is a “welfare plan” (as defined in Section 3(1) of ERISA) (“Welfare Plan”) for the current or future benefit of any current or former officer, director, officeremployee, employee leased employee, consultant or independent contractor agent (or consultant their respective beneficiaries) of the Company or its Subsidiaries who is a natural person Company, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (each, a otherwise referred to as “Service ProviderCOBRA”), (y) and at the sole expense of such individual. There are no reserves, assets, surpluses or prepaid premiums with respect to any Company Employee Plan which the Company or any of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be Welfare Plan. (viii) Except as set forth on Schedule 6.02(m)(viii), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event) (A) result in any payment becoming due, or increase the amount of any compensation due, to any current or former officer, director, employee, leased employee, consultant or agent (or their respective beneficiaries) of the Company; (B) increase any benefits otherwise payable under any Company Employee Plan; (C) result in the acceleration of the time of payment or vesting of any such compensation or benefits; or (D) result in a non-exempt “prohibited transaction” within the meaning of Section 3.11(a406 of ERISA or Section 4975 of the Code. No current or former officer, director, employee, leased employee, consultant or agent (or their respective beneficiaries) has or will obtain a right to receive a gross-up payment from the Company with respect to any excise taxes that may be imposed upon such individual pursuant to Section 409A of the Code, Section 4999 of the Code or otherwise. (ix) The Company has made available to Laredo with respect to each Company Employee Plan, a true, correct and complete copy (or, to the extent no such copy exists or the Company Employee Plan is not in writing, an accurate written description) thereof and, to the extent applicable: (A) the most recent documents constituting the Company Employee Plan and all amendments thereto, (B) any related trust agreement or other funding instrument and all other material contracts currently in effect with respect to such Company Employee Plan (including, without limitation, all administrative agreements, group insurance contracts and group annuity contracts); (C) the most recent IRS determination letter or opinion letter; (D) the most recent summary plan description, summary of material modifications and any other written communication (or a written description of any oral communications) by the Company to its employees concerning the extent of the benefits provided under a Company Employee Plan; (E) the three most recent (1) Forms 5500 and attached schedules, and (2) audited financial statements; (F) for the last three years, all correspondence with the IRS, the DOL and any other Governmental Authority regarding the operation or the administration of any Company Employee Plan; (G) all discrimination tests for the most recent plan year; and (H) any other documents in respect of any Company Employee Plan reasonably requested by Laredo. (x) The Company has no plan, contract or commitment, whether legally binding or not, to create any additional employee benefit or compensation plans, policies or arrangements or, except as may be required by Law, to modify any Company Employee Plan. The Company may amend or terminate any Company Employee Plan (other than an employment agreement or any similar agreement that cannot be terminated without the consent of the other party) at any time without incurring liability thereunder, other than in respect of accrued and vested obligations and medical or welfare claims incurred prior to such amendment or termination. (xi) No Company Employee Plan covers any current or former officers, directors, employees, leased employees, consultants or agents (or their respective beneficiaries) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where reside outside of the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsUnited States.

Employee Benefit Plans. (a) Section 3.11(a4.14(a)(i) of the Company Disclosure Schedule Letter sets forth a true and complete list list, as of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) the date hereof, of all “employee pension benefit planplans” (as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (sometimes referred to individually as a “Company Pension Plan” and collectively as the “Company Pension Plans”), all “employee welfare benefit plans” (as defined in Section 3(1) of ERISA, whether written or unwritten) (sometimes referred to individually as a “Company Welfare Plan” and collectively as the “Company Welfare Plans”), and whether each vacation or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plansseverance, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect to which the Company or any of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severancetermination, retention, change in control, transaction bonus employment, incentive compensation, performance, profit sharing, stock-based, stock-related, stock option, fringe benefit, perquisite, stock purchase, stock ownership, phantom stock and deferred compensation plan, arrangement, agreement and understanding and other compensation, benefit and fringe benefit plans, arrangements, agreements and understandings (whether or not legally binding), sponsored, maintained, contributed to or required to be sponsored, maintained or contributed to, by the Company, any Company Subsidiary or any other material compensation or benefits Person that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (Bo) are of the Code or any other applicable Law (each, a “Commonly Controlled Entity”), in each case, providing benefits to any Company Participant, but not including the Company Benefit Agreements (all material respects consistent with such plans, arrangements, agreements and understandings, including any such plan, arrangement, agreement or understanding entered into or adopted on or after the date of this Agreement, collectively, “Company Benefit Plans”). Section 4.14(a)(ii) of the Company Disclosure Letter sets forth a standard form previously made available to Parent where list, as of the severance period date hereof, of (i) each employment, deferred compensation, change in control, severance, termination, employee benefit, loan or required notice of termination provided is not in excess of thirty (30) days indemnification agreement between the Company or such longer period as is required under local Lawany Company Subsidiary, on the one hand, and any Company Participant, on the other hand, and (ii) plans each contract between the Company or arrangements any Company Subsidiary, on the one hand, and any Company Participant, on the other hand (all such contracts under the foregoing clauses (i) and (ii), including any contract which is entered into on or after the date of this Agreement, collectively, “Company Benefit Agreements”). (b) The Company has made available to Parent true and complete copies of (i) each Company Benefit Plan and each Company Benefit Agreement (or, in the case of any unwritten Company Benefit Plan or Company Benefit Agreement, a written summary of the material provisions of such plan or agreement) in effect on the date hereof, (ii) the most recent report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan in effect on the date hereof, to the extent any such report was required by applicable Law, (iii) the most recent summary plan description for each Company Benefit Plan for which such a summary plan description is required by applicable Law and (iv) each currently effective trust agreement or other funding vehicle relating to any Company Benefit Plan. Neither the Company nor any Commonly Controlled Entity has sponsored, maintained, contributed to or been obligated to sponsor, maintain or contribute to, or has any actual or contingent liability under, any benefit plan that is subject to Title IV of ERISA or Section 412 of the Code or is otherwise a defined benefit pension plan or is a plan described in Section 3(40) of ERISA or Section 413 of the Code. With respect to any Company Welfare Plan or any Company Benefit Agreement that is an employee welfare benefit plan, (A) no such Company Welfare Plan or Company Benefit Agreement is funded through a “welfare benefits fund” (as such term is defined in Section 419(e) of the Code), (B) each such Company Welfare Plan and Company Benefit Agreement that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code) materially complies with the applicable requirements of Section 4980B(f) of the Code and any applicable similar state or local Law and (C) to the knowledge of the Company, each such Company Welfare Plan and Company Benefit Agreement (including any such plan or agreement covering retirees or other former employees) may be amended or terminated without material liability to the Company or any Company Subsidiary on or at any time after the Effective Time. No Company Welfare Plan or Company Benefit Agreement that is an employee welfare benefit plan as defined under ERISA Section 3(1) provides benefits to, or on behalf of, any former employee after the termination of employment except (1) where the full cost of such benefit is borne entirely by the former employee (or his eligible dependents or beneficiaries) or (2) where the benefit is required by Section 4980B of the Code. (c) To the knowledge of the Company (i) each Company Benefit Plan and Company Benefit Agreement has been administered in all material respects in accordance with its terms and with all applicable Laws, including ERISA and the Code; (ii) all material contributions, including participant contributions, and benefit payments required under each Company Benefit Plan and Company Benefit Agreement have been made in full on a timely and proper basis pursuant to the terms of such plan or agreement and applicable Law; (iii) no Company Participant has received or is reasonably expected to receive any payment or benefit from the Company or any Company Subsidiary that would be nondeductible pursuant to Section 162(m) of the Code or any other applicable Law, except as otherwise set forth in Section 4.14(c) of the Company Disclosure Letter; (iv) each Company Pension Plan that is intended to comply with the provisions of Section 401(a) of the Code has been the subject of a determination letter from the Internal Revenue Service or an application therefor with respect to all material and applicable Tax law changes to the effect that such Company Pension Plan currently is qualified and exempt from income Taxes under Section 401(a) of the Code and the trust relating to such plan is exempt from income Taxes under Section 501(a) of the Code, and, to the knowledge of the Company, no such determination letter has been revoked and, to the knowledge of the Company, revocation has not been threatened, and, to the knowledge of the Company, no event has occurred since the date of the most recent determination letter or application therefor relating to any such Company Pension Plan that is reasonably expected to affect the qualification of such Company Pension Plan adversely or materially increase the costs relating thereto or require security under Section 307 of ERISA; (v) the Company has made available to Parent a copy of the most recent determination letter received with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter and a complete and accurate list of all amendments to any Company Pension Plan in effect as of the date hereof as to which a favorable determination letter has not yet been received; (vi) there are no understandings, agreements or undertakings, written or oral, with any Person (other than pursuant to the express terms of the applicable Company Benefit Plan or Company Benefit Agreement) that are (pursuant to any such understandings, agreements or undertakings) reasonably expected to result in any material liabilities if such Company Benefit Plan or Company Benefit Agreement were amended or terminated upon or at any time after the Effective Time or that would prevent any unilateral action by the Company (or, after the Effective Time, Parent) to effect such amendment or termination; (vii) only officers, directors and employees of the Company or any Company Subsidiaries are eligible for compensation or benefits under the terms of each Company Benefit Plan and Company Benefit Agreements, and, to the knowledge of the Company, each individual who is classified by the Company or any Company Subsidiary as an “employee” or as an “independent contractor” is properly so classified; and (viii) except as set forth in Section 4.14(b) of the Company Disclosure Letter or Section 4.14(c) of the Company Disclosure Letter, notwithstanding any oral or written representation to the contrary, no Company Participant is entitled to any gross-up, make-whole or other additional payment from the Company or any Company Subsidiary in respect of any Tax (including Federal, state, local or foreign income, excise or other Taxes (including Taxes imposed under Section 409A of the Code)) or interest or penalty related thereto. (d) To the knowledge of the Company, each Company Benefit Plan and each Company Benefit Agreement for the benefit of any employee, officer or director of the Company that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code (a “Nonqualified Deferred Compensation Plan”) subject to Section 409A of the Code has been operated in material compliance with Section 409A of the Code since January 1, 2005, based upon a good faith, reasonable interpretation of (i) Section 409A of the Code and (ii)(A) the Final Regulations issued thereunder or (B) Internal Revenue Service Notice 2005-1 (clauses (i) and (ii), together, the “409A Authorities”), and the Company has used its reasonable best efforts to amend each Nonqualified Deferred Compensation Plan to the extent required to be provided to a Service Provider pursuant to applicable Law without discretion as to comply with Section 409A and the level of benefitsFinal Regulations issued thereunder.

Employee Benefit Plans. (aA) Section 3.11(aSet forth in Confidential Schedule 3.27(A) of the Company Disclosure Schedule sets forth is a true complete and complete correct list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether written or unwritten, and whether or not subject to ERISA ERISA, all specified fringe benefit plans as defined in Code § 6039D, and (ii) each all other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retentionincentive, pension, retirement, profit-sharingcompensation, deferred compensation, profit sharing, stock option, equity or equity-based compensationstock appreciation right, stock bonus, stock purchase, employee stock ownership, savings, severance, employment, termination, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, disability, group insurance, vacation, holiday pay holiday, sick leave, fringe benefit or welfare plan, or any other similar plan, agreement, policy or understanding (whether written or oral, qualified or nonqualified), and any trust, escrow or other paid time offagreement related thereto, bonus which: (i) is currently sponsored, maintained or other incentive planscontributed to by Legacy or any Legacy Subsidiary, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans with respect to which Legacy or fringe benefit plans any Legacy Subsidiary is a party or other similar has any liability; and (ii) provides compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of benefits to any current or former director, officer, employee or independent contractor other service provider of Legacy or consultant any Legacy Subsidiary, or the dependents of any thereof, regardless of whether funded or unfunded (herein collectively the “Employee Plans” and each individually an “Employee Plan”). (B) Legacy has made available to Prosperity true, correct and complete copies of the Company documents comprising each Employee Plan (or its Subsidiaries who is a natural person summary if no plan document exists) and any related trust agreements, annuity contracts, insurance policies or any other funding instruments (each, a “Service ProviderFunding Arrangements”), any contracts with independent contractors (yincluding actuaries and investment managers) that relate to any Employee Plan, the Form 5500 filed with the IRS in each of the two most recent plan years with respect to each Employee Plan, and related schedules and opinions, the most recently received IRS determination letter or opinion letter, if applicable, and such other documents, records or other materials related thereto, as reasonably requested by Prosperity. (C) No Employee Plan is subject to Section 302 or Title IV of ERISA or Sections 412, 430 or 4971 of the Code. Neither Legacy, 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” within the Company or any meaning of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a4001(a)(3) of ERISA or a plan that has two or more contributing sponsors, at least two of whom are not under common control, within the Company Disclosure Schedulemeaning of Section 4063 of ERISA. No liability: (i) any employment contracts under Section 302 or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice Title IV of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and ERISA; (ii) plans under Sections 412, 430 or arrangements required 4971 of the Code; (iii) as a result of a failure to comply with the continuation coverage requirements of § 601 et seq. of ERISA and § 4980B of the Code or similar state law; or (iv) under corresponding or similar provisions of foreign laws or regulations has been incurred by Legacy, its Subsidiaries or their respective ERISA Affiliates or their respective predecessors that has not been satisfied in full, and there does not now exist, nor do any circumstances exist that would reasonably be provided expected to result in, any such liability of Legacy, its Subsidiaries or any of their respective ERISA Affiliates. There have been no prohibited transactions (described under ERISA § 406 or Code § 4975(c)), breaches of fiduciary duty or any other breaches or violations of any Law applicable to the Employee Plans and related Funding Arrangements that would reasonably be expected to subject Prosperity, Prosperity Bank, Legacy or any Legacy Subsidiary to any material taxes, penalties or other liabilities. For purposes of this Agreement, “ERISA Affiliate” shall mean, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a Service Provider member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to applicable Law without discretion as to the level Section 4001(a)(14) of benefitsERISA.

Employee Benefit Plans. (a) Section 3.11(aExhibit 2.13(A) of contains (unless previously filed as a material exhibit to the Company Disclosure Schedule sets forth a true Company's filings with the Securities and Exchange Commission) an accurate and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “"employee benefit plan” ," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether written each employment, severance or unwrittensimilar contract, plan, arrangement or policy and whether or not subject to ERISA and (ii) each other employment plan or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any arrangement providing for compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirementbonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, stock optionhealth or medical benefits, equity or equity-based disability benefits, workers' compensation, stock purchase, employee stock ownership, vacation, holiday pay supplemental unemployment benefits and post-employment or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person retirement benefits (each, a “Service Provider”), (yan "Employee Plan") with respect which is maintained or contributed to which by the Company or any of its Subsidiaries subsidiaries and covers any employee or former employee of the Company or any Company subsidiary (a "Company Employee Plan"). (b) Neither the Company nor any of its subsidiaries is a party to a collective bargaining agreement or other labor union agreement, and (c) Each Company Employee Plan that is intended to be qualified within the meaning of Section 401(a) of the Code and each trust which forms a part of any such Company Employee Plan has received (or is not required to receive) a determination from the United States Internal Revenue Service (the "IRS") that such Company Employee Plan is qualified under Section 401(a) of the Code and that such related trust is exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of any liability such determination that could reasonably adversely affect the qualification of such Company Employee Plan or the exemption from taxation of such related trust. (zd) to which No Company Employee Plan is a "defined benefit plan" (as such term is defined in Section 3(35) of ERISA). (e) No Company Employee Plan will obligate the Company or any of its Subsidiaries is subsidiaries to pay any separation, severance, termination or similar benefit as a party; provided, for result of any transaction contemplated by this Agreement or as a result of a change in control or ownership within the avoidance meaning of doubt, that the following need not be set forth on Section 3.11(a) 280G of the Company Disclosure Schedule: Code. (i) Each Company Employee Plan and any employment contracts related trust, insurance contract or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severancefund has been maintained, retention, change funded and administered in control, transaction bonus or other material compensation or benefits or (B) are compliance in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, its respective terms and applicable law; (ii) plans neither the Company nor any of its subsidiaries has incurred any liability under Title IV of ERISA (other than for contributions not yet due) or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level Pension Benefit Guaranty Corporation (other than for payment of premiums not yet due); and (iii) there are no pending or threatened actions, suits, investigations or claims with respect to any Company Employee Plan (other than routine claims for benefits) which could result in any material liability to the Company or any of its subsidiaries (whether direct or indirect), and there are no facts which could reasonably give rise to (or be expected to give rise to) any such actions, suits, investigations or claims. (g) The Company and each of its subsidiaries has complied in all material respects with the health care continuation requirements of Part 6 of Title I of ERISA ("COBRA"), and the Company and its subsidiaries have no obligation under any Company Employee Plan or otherwise to provide health benefits to former employees of the Company or any of its subsidiaries or any other person, except as specifically required by COBRA. (h) Neither the Company nor any of its subsidiaries has incurred any liability on account of a "partial withdrawal" or a "complete withdrawal" (within the meaning of Sections 4205 and 4203, respectively, of ERISA) from any Company Employee Plan subject to Title IV of ERISA which is a "multiemployer plan" (as such term is defined in Section 3(37) of ERISA) (a "Multiemployer Plan"), no such liability has been asserted, and there are no events or circumstances which would reasonably be expected to result in any such partial or complete withdrawal, and neither the Company nor any of its subsidiaries is bound by any contract or agreement or has any obligation or liability described in Section 4204 of ERISA.

Employee Benefit Plans. (a) Section 3.11(a) 5.16 of the Company Disclosure Schedule sets forth contains a true correct and complete list of identifying each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan,” as defined in Section 3(3) of ERISA, whether each employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement (written or unwritten, and whether or not subject to ERISA and (iioral) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any providing for compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirementbonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, stock optionvacation benefits, equity insurance (including any self-insured arrangements), health or equity-based medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, stock purchasesupplemental unemployment benefits, employee stock ownershipseverance benefits and post-employment or retirement benefits (including compensation, vacationpension, holiday pay health, medical or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plansbenefits) (each, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (xan “Employee Plan”) that which is sponsored, maintained, administered, administered or contributed to, participated in or entered into to by the Company or its Subsidiaries for any ERISA Affiliate of the current or future benefit of Company and covers any current employee or former director, officer, employee or independent contractor or consultant of the Company or any of its Subsidiaries who is a natural person (eachSubsidiaries, a “Service Provider”), (y) or with respect to which the Company or any of its Subsidiaries has any liability (each, a “Company Employee Plan”). Copies of such Company Employee Plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto have been made available to Parent together with the most recent annual report and tax return prepared in connection with any such Company Employee Plan. (zb) Neither the Company nor any ERISA Affiliate nor any predecessor thereof sponsors, maintains or contributes to, or has in the past sponsored, maintained or contributed to, any Employee Plan subject to Title IV of ERISA, any non-U.S. defined benefit plan, or any multiple employer plan within the meaning of Section 4063 or 4064 of ERISA. (c) Neither the Company nor any ERISA Affiliate nor any predecessor thereof contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA. (d) Each Company Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter should be revoked or not be reissued. The Company has made available to Parent copies of the most recent Internal Revenue Service determination letters with respect to each such Company Employee Plan. Each Company Employee Plan has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Employee Plan. No events have occurred with respect to any Company Employee Plan that could result in payment or assessment by or against the Company of any excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code. (e) The consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) entitle any employee, director or independent contractor of the Company or any of its Subsidiaries to severance pay or accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Company Employee Plan. (f) There is no contract, plan or arrangement (written or otherwise) covering any employee or former employee of the Company or any of its Subsidiaries that, individually or collectively, would entitle any employee or former employee to any severance or other payment solely as a party; providedresult of the transactions contemplated hereby, for or could give rise to the avoidance payment of doubt, any amount that the following need would not be set forth on deductible pursuant to the terms of Section 3.11(a280G or 162(m) of the Code. (g) Neither the Company Disclosure Schedule: nor any of its Subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees or directors of the Company or any of its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (h) There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Employee Plan that would increase materially the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. (i) There is no Proceeding pending, or, to the knowledge of the Company, threatened, against or involving any employment contracts Employee Plan before any arbitrator or consultancy agreements for employees or consultants who are natural persons that any Governmental Authority. (Aj) do not provide for severanceWith respect to all Company Employee Plans subject to the laws of any jurisdiction outside the United States (“International Plans”), retention(i) to the Company’s knowledge, change in control, transaction bonus or other material compensation or benefits or (B) are the International Plans have been maintained in all material respects consistent in accordance with a standard form previously made available all Applicable Laws, (ii) if intended to Parent where qualify for special Tax treatment, the severance period or required notice of termination provided is not in excess of thirty International Plans meet all requirements for such treatment, (30iii) days or such longer period if intended to be funded and/or book-reserved, the International Plans are fully funded and/or book reserved, as is required under local Lawappropriate, based upon reasonable actuarial assumptions, and (iiiv) plans or arrangements required to no liability which could be provided to a Service Provider pursuant to applicable Law without discretion as material to the level Company and its Subsidiaries, taken as a whole, exists or reasonably could be imposed upon the assets of benefitsthe Company or any of its Subsidiaries by reason of such International Plans, other than to the extent reflected on the Company Balance Sheet.

Employee Benefit Plans. (a) Section 3.11(a) 4.15 of the Company Disclosure Schedule sets forth Letter contains a true and complete list of each material Company Benefit Plan. A “Company Benefit Plan” shall mean means each (i) “employee benefit plan” as defined in (within the meaning of Section 3(3) of ERISA, whether written or unwritten, and whether or not subject to ERISA and ERISA), (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, individual consulting, end of service or severance, termination protection, change in control, transaction bonus, retentionretention or similar plan, agreement, arrangement, program or policy, and (iii) each other plan, agreement, arrangement, program or policy providing for equity, equity-based, equity incentive, severance, employment, change-in-control, medical, dental, vision, prescription or other fringe benefit, bonus, incentive, nonqualified deferred compensation, profit sharing, post-employment or retirement benefits (including compensation, pension, retirementhealth, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay medical or other paid time offinsurance benefits), bonus welfare benefit insurance (including any self-insured arrangement), relocation or other incentive plansexpatriate benefits, medicalperquisites, retiree medicaldisability or sick leave benefits, vision, dental or other health plans, life insurance plans, and all other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangementand agreements in effect as of the date of this Agreement, in each casecase whether or not written, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries any Company Subsidiary sponsors, maintains, administers or contributes to for the current or future benefit of any its current or former director, officer, employee Service Providers or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect to which the Company or any Company Subsidiary has or would reasonably be expected to have any liability, whether contingent or otherwise, in each case excluding any statutory plans and agreements (“Statutory Plans”). No offer letter, promotion letter or international offer letter or employment contract shall be considered a material Company Plan unless it expressly provides for the payment of its Subsidiaries has any liability severance benefits or termination payments (other than (x) statutory severance benefits or termination payments or (zy) only with respect to which the Company international offer letters or any employment contracts, payments or benefits in lieu of its Subsidiaries is a party; provided, notice) or for the avoidance payment of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus cash or other material compensation or benefits in connection with the consummation of the transactions contemplated by this Agreement (any such offer letter, promotion letter or (B) are in all material respects consistent with international offer letter or employment contract, a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefits“Material Employment Arrangement”).

Employee Benefit Plans. (a) Section 3.11(a3.15(a) of the Company Disclosure Schedule sets forth a true correct and complete list of each material Company Benefit Plan. For purposes of this Agreement, “Company Benefit Plan” shall mean each means any (i) “employee pension benefit plan” (as defined in Section 3(33(2) of ERISA), whether written or unwritten, and whether or not subject to ERISA and (ii) each other employment “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) or employee benefit (iii) plan, program, practice, policy, arrangement, or agreement, whether written policy or unwritten, including any arrangement providing for compensation, employment, consultingbenefits, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirementretirement benefits, profit-sharing, deferred compensation, stock option, phantom stock, stock appreciation, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, long service award, vacation, holiday pay or other paid time offbonus, bonus or other incentive planscommissions, incentive, medical, retiree medical, vision, dental or other health plansbenefits, life insurance plansor death benefits, disability benefits, any other employee benefit plans or benefit, fringe benefit plans or other similar compensation post-employment or retirement benefit, including any “employee benefit plan, program ” as that term is defined in Section 3(3) of ERISA (whether or arrangementnot subject to ERISA), in each case, case (x) that is sponsored, maintained, administered, contributed to, participated in maintained or entered into administered by the Company or its Subsidiaries any Subsidiary, (y) to which Company or any Subsidiary contributes or is obligated to contribute for the current or future benefit of any current or former directoremployees, officerdirectors, employee consultants or independent contractor contractors or consultant of the Company their dependents or its Subsidiaries who is a natural person (each, a “Service Provider”), (yz) with respect to which the Company or any of its Subsidiaries has or could reasonably be expected to have any liability obligation or (z) liability, contingent or otherwise. With respect to which the each Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be Benefit Plan set forth on Section 3.11(a3.15(a) of the Company Disclosure Schedule, Company has made available to Buyer complete and correct copies of the following, to the extent applicable: (i) all documents constituting the Company Benefit Plan, including the plan document and all amendments or, if any employment contracts or consultancy agreements for employees or consultants who are natural persons that Company Benefit Plan is not in writing, a written description of the material terms of such Company Benefit Plan; (Aii) do not provide for severanceeach trust, retentioninsurance, change in controlannuity, transaction bonus guarantee or other funding contract related thereto; (iii) the most recent actuarial valuation report; (iv) the most recent summary plan description, including any summary of material compensation modifications required under ERISA with respect to such Company Benefit Plan; (v) the most recent financial statements; (vi) the most recent IRS determination or benefits opinion letter, if any, issued by the IRS with respect to any such Company Benefit Plan that is intended to qualify under Section 401(a) of the Code; (vii) the most recent annual reports for such Company Benefit Plan or any trust holding assets thereof, that are required to be filed with any Governmental Entity under applicable Law, including all reports on Form 5500 that are required under ERISA or the Code (Band all schedules, financial statements and audit reports attached thereto); (viii) are in all material respects consistent with a standard form previously group insurance contracts, any stop-loss, excess or similar insurance policy pertaining to the Company Benefit Plan; and (ix) for retirement benefit plans, details of the number of participants and employer and employee contribution rates; provided, however, that to the extent any such materials have not been made available to Parent where Buyer as of the severance period or required notice date hereof, Company shall, provide copies of termination provided such materials as promptly as reasonably practicable and in no event later than four weeks after the date hereof. Notwithstanding the foregoing, (i) with respect to each Company Benefit Plan set forth on Section 3.15(a) of the Company Disclosure Schedule maintained primarily for the benefit of employees in the United States that is an “employee benefit plan” (as such term is defined under Section 3(3) of ERISA), the Delphi Diesel Systems Pension Scheme and the Delphi Lockheed Automotive Limited Pension Plan, Company has made available to Buyer complete and correct copies of the following, to the extent applicable: (x) all documents constituting the Company Benefit Plan, including the plan document and all amendments or, if any Company Benefit Plan is not in excess writing, a written description of thirty the material terms of such Company Benefit Plan and (30y) days the most recent IRS determination or opinion letter, if any, issued by the IRS with respect to any such longer period as Company Benefit Plan that is required intended to qualify under local Law, Section 401(a) of the Code and (ii) plans or arrangements required Company has made available to be provided to a Service Provider pursuant to applicable Law without discretion as Buyer complete and correct copies of all material documents relating to the level transfer of benefitsall of the assets and liabilities from Delco Electronics Overseas Corporation Pension Plan, The Delphi Diesel Systems Pension Scheme and the Delphi Lockheed Automotive Limited Pension Plan to The Delphi Technologies Pension Scheme (the “UK Pensions Transfer”), including the merger deed dated December 4, 2019 (as amended), the contribution agreement dated December 4, 2019 and applicable actuarial certificates.

Employee Benefit Plans. (a) Section 3.11(a) 5.8 of the Company Disclosure Schedule hereto sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “all "employee benefit plan” plans," as defined in Section 3(3) of ERISA, whether written or unwritten, and whether or not subject to ERISA and (ii) each all other employment or material employee benefit planor compensation arrangements or payroll practices, programincluding, practicewithout limitation, policyany such arrangements or payroll practices providing severance pay, arrangementsick leave, or agreementvacation pay, whether written or unwrittensalary continuation for disability, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharingretirement benefits, deferred compensation, stock optionbonus pay, equity or equity-based compensationincentive pay, stock purchaseoptions (including those held by Directors, employees, and consultants), hospitalization insurance, medical insurance, life insurance, scholarships or tuition reimbursements, that are maintained by the Company, any subsidiary of the Company or any Company ERISA Affiliate (as defined below) or to which the Company, any subsidiary of the Company or any Company ERISA Affiliate is obligated to contribute thereunder for current or former directors, employees, independent contractors, consultants and leased employees of the Company, any subsidiary of the Company or any Company ERISA Affiliate (the "Company Employee Benefit Plans"). (b) None of the Company Employee Benefit Plans is a "multi employer plan", as defined in Section 4001 (a) (3) of ERISA (a "Multi employer Plan"), and neither the Company nor any Company ERISA Affiliate presently maintains or has maintained such a plan. (c) The Company does not maintain or contribute to any plan or arrangement which provides or has any liability to provide life insurance or medical or other employee stock ownershipwelfare benefits to any employee or former employee upon his retirement or termination of employment, vacationand the Company has never represented, holiday promised or contracted (whether in oral or written form) to any employee or former employee that such benefits would be provided. (d) The execution of, and performance of the transactions contemplated in, this Agreement will not, either alone or upon the occurrence of subsequent events, result in any payment (whether of severance pay or other paid time offotherwise), bonus acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or other incentive plans, medical, retiree medical, vision, dental obligation to fund benefits with respect to any employee. The only severance agreements or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by severance policies applicable to the Company or its Subsidiaries for subsidiaries in the current or future benefit event of any current or former director, officer, employee or independent contractor or consultant a change of control of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect are the agreements and policies specifically referred to which the Company or any of its Subsidiaries has any liability or (z) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on in Section 3.11(a) 5.8 of the Company Disclosure Schedule: . The Board of Directors of the Company has determined that the transactions contemplated hereby do not constitute a change of control for purposes of any such agreement, plan, policy or stock option plan or program to the extent the Company or its Board has discretion to make such determination under such agreement, plan or policy and such Board shall not change such determination, provided that the foregoing shall not apply to the accelerated vesting of any stock options. (e) Each Company Employee Benefit Plan that is intended to qualify under Section 401 of the Code. and each trust maintained pursuant thereto, has been determined to be exempt from federal income taxation under Section 501 of the Code by the IRS, and, to the Company's knowledge, nothing has occurred with respect to the operation or organization of any such Company Employee Benefit Plan that would cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code. With respect to any Company Employee Benefit Plan or other employee benefit plan which is a "defined benefit plan" within the meaning of Section 3 (35) of ERISA, (i) the Company has not incurred and is not reasonably likely to incur any employment contracts liability under Title IV of ERISA (other than for the payment of premiums, all of which have been paid when due), (ii) the Company has not incurred any accumulated funding deficiency within the meaning of Section 412 of the Code and has not applied for or consultancy agreements obtained a waiver of any minimum funding standard or an extension of any amortization period under Section 412 of the Code, (iii) no "reportable event" (as such term is defined in Section 4043 of ERISA but excluding any event for employees which the provision for 30-day notice to the Pension Benefit Guaranty Corporation has been waived by regulation) has occurred or consultants who are natural persons that is expected to occur and (Aiv) do not provide for severancesince December 31, retention1996, no material adverse change in controlthe financial condition of any such plan has occurred. (i) All contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any of the Company Employee Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof, transaction bonus or other material compensation or benefits or (Bii) are the Company has complied in all material respects consistent with a standard form previously made available any notice, reporting and documentation requirements of ERISA and the Code, (iii) there are no pending actions, claims or lawsuits which have been asserted, instituted or, to Parent where the severance period or required notice of termination provided is not Company's knowledge, threatened, in excess of thirty (30) days or such longer period as is required under local Lawconnection with the Company Employee Benefit Plans, and (iiiv) plans or arrangements required to be provided to a Service Provider pursuant to the Company Employee Benefit Plans have been maintained, in all material respects. in accordance with their terms and with all provisions of ERISA and the Code (including rules and regulations thereunder) and other applicable Law without discretion as to the level of benefitsfederal and state laws and regulations.

Employee Benefit Plans. (a) For purposes of this Agreement, “Company Plans” means all “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), including without limitation “multiemployer plans” within the meaning of Section 3(37) of ERISA, and all bonus, stock option, stock purchase, stock appreciation rights, incentive, deferred compensation, retirement or supplemental retirement, severance, golden parachute, change-in-control, vacation, cafeteria, dependent care, medical care, employee assistance or loan program, education or tuition assistance programs, insurance and other similar fringe or employee benefit plans, programs or arrangements, and any employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any current, former or retired employee, officer, director, consultant or independent contractor of the Company or any of its subsidiaries (collectively, the “Company Employees”), which is or has been entered into, contributed to, established by, participated in and/or maintained by the Company, its subsidiaries or any Person, trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with the Company within the meaning of Section 414 of the Code (an “ERISA Affiliate” or “ERISA Affiliates”) including any such plan that has been terminated within five years prior to the date of this agreement. Section 3.11(a) of the Company Disclosure Schedules lists all material Company Plans that are, or were, maintained in the United States or that primarily benefit or benefited Company Employees in the United States. Section 3.11(a)-1 of the Company Disclosure Schedule (to be delivered within ten business days after the date of this Agreement) shall list all material Company Plans not otherwise listed in Section 3.11(a) of the Company Disclosure Schedule sets forth a true and the total number of employees in each jurisdiction, and such Section 3.11(a)-1 of the Company Disclosure Schedule shall be updated by the Company within 30 days of this Agreement to list any Company Plans not otherwise listed. The Company has provided to Parent correct and complete list copies of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (where applicable) (i) “employee benefit plan” as defined in Section 3(3) all Company Plan documents, summary plan descriptions, summaries of ERISAmaterial modifications, whether written or unwrittenamendments, and whether or not subject resolutions related to ERISA and such plans, (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, the most recent determination letters received from the Internal Revenue Service (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service ProviderIRS”), (yiii) with respect to which the Company or any of its Subsidiaries has any liability or three most recent Form 5500 Annual Reports, (ziv) to which the Company or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Lawmost recent audited financial statement and actuarial valuation, and (iiv) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsall related agreements, insurance Contracts and other Contracts which implement each such Company Plan.

Employee Benefit Plans. (a) Section 3.11(a4.10(a) of the Company Disclosure Schedule Letter sets forth a true and complete list forth, as of the date hereof, each material Company Benefit Plan. Each offer letter for “at-will” employment shall not be deemed a material Company Benefit Plan provided that such offer letter: (x) contains no severance or other arrangements or obligations that would cause the offer letter to constitute a material Company Benefit Plan, other than provisions for base salary or wages and cash bonus or other cash incentive opportunity, in each case, that may be modified by the Company at any time and from time to time in its sole discretion and (y) may be terminated at any time without any liability of the Company, other than payment of any accrued and unpaid base salary or wages. For purposes of this Agreement, “Company Benefit Plan” shall mean means each (i) “employee benefit plan” plan (as defined in Section 3(3) of ERISA), whether written or unwritten, and whether or not subject to ERISA ERISA, and (ii) each bonus, stock, stock option or other employment equity-based compensation arrangement or plan, incentive, deferred compensation, retirement or supplemental retirement, severance, employment, consulting, change-in-control compensation, collective bargaining, profit sharing, pension, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, and each insurance and other similar fringe or employee benefit plan, policy, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program agreement or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by the Company or its Subsidiaries for the current or future benefit of any current or former directoremployees, officer, employee directors or independent contractor consultants (or consultant any dependent or beneficiary thereof) of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) any Company Subsidiary or any of their ERISA Affiliates or with respect to which the Company or any of its Subsidiaries Company Subsidiary has or may reasonably be expected to have any obligation or liability (whether actual or (z) contingent). With respect to which each material Company Benefit Plan, the Company has made available to Parent correct and complete copies of (or, to the extent no such copy exists, a description of), in each case, to the extent applicable, (i) all plan documents, summary plan descriptions, summaries of material modifications, and amendments related to such plans and any related trust agreement, and all written summaries with respect to any such unwritten Company Benefit Plan, (ii) the most recent Form 5500 Annual Report, (iii) the most recent audited financial statement and actuarial valuation, (iv) all material filings and correspondence with any Governmental Entity within the past six years, and (v) all material related agreements, insurance contracts, and other material agreements which implement each such Company Benefit Plan. No employee of the Company, Company Subsidiaries, or any of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be their respective ERISA Affiliates set forth on Section 3.11(a4.10(a) of the Company Disclosure Schedule: Letter (i) any employment contracts the “Specified Employees”), to the Company’s Knowledge, has communicated his or consultancy agreements for employees her intention to terminate, or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required provided notice of termination provided is not in excess of thirty (30) days of, his or such longer period her employment with the Company, Company Subsidiaries, or their respective ERISA Affiliates, as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsapplicable.

Employee Benefit Plans. (a) Section 3.11(a3.9(a) of the Company Disclosure Schedule sets forth a true complete and complete accurate list of each material Company Benefit Plan. For the purposes of this Agreement, “Company Benefit Plan” shall mean means each (i) “employee benefit plan” plan (as defined in Section 3(3) of ERISA), whether written or unwrittennot subject to ERISA, and whether or not subject to ERISA for employees or service providers in the United States or outside of the United States, and each bonus, stock, stock option or other equity based compensation arrangement or plan, incentive, deferred compensation, retirement or supplemental retirement, severance, employment, change-in-control, profit sharing, provident funds (ii) including pension funds, managers’ insurance policies, further education funds or other similar funds), vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, and each insurance and other employment similar fringe or employee benefit plan, policy, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other paid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program agreement or arrangement, in each case, for the benefit of current or former employees, directors, consultants or other individual service providers (xor any dependent or beneficiary thereof) that of the Company or any Company Subsidiary and which is sponsored, maintained, administered, maintained and/or contributed to, participated in or entered into by the Company or its Subsidiaries for the current any Company Subsidiary or future benefit of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect to which the Company or any of its Subsidiaries Company Subsidiary has or may have any obligation or liability (whether actual or (z) to which contingent), but excluding any plan, program, agreement, contract, policy or arrangement sponsored by a Governmental Entity. Notwithstanding the Company or any of its Subsidiaries is a party; providedforegoing, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a3.9(a) of the Company Disclosure Schedule: (i) any Schedule need not identify an employment contracts agreement or consultancy agreements for employees offer letter if such employment agreement or consultants who are natural persons that (A) do offer letter does not provide for severanceany severance or notice period in excess of ninety (90) days. With respect to each material Company Benefit Plan, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously the Company has made available to Parent where or its advisors (other than the severance period Company SEC Documents) correct and complete copies of, in each case, to the extent applicable, (i) the governing plan documents and all amendments thereto; (ii) summary plan descriptions and summaries of material modifications related to such plans and any related trust agreement, (iii) Form 5500s and non-discrimination testing results for the past three (3) plan years; (iv) the most recent financial statement and actuarial valuation, (v) all material, non-routine filings and correspondence in the past three (3) years with any Governmental Entity (including, without limitation, relating to any audits or required notice of termination provided is not in excess of thirty investigations), (30vi) days or all material related agreements, insurance contracts and other agreements which implement each such longer period as is required under local LawCompany Benefit Plan, and (iivii) plans the most recent IRS determination or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsopinion letter.

Employee Benefit Plans. (a) Section 3.11(a3.09(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “all employee benefit plan” plans (as defined in Section 3(3) of ERISA), whether written or unwritten, and whether or not subject to ERISA ERISA, and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction all bonus, retentionstock option, pensionstock purchase, retirementrestricted stock, profitcash- or equity-sharingbased incentive, deferred compensation, stock optionretiree medical or life insurance, equity or equitywelfare, retirement, severance, change-based compensation, stock purchase, employee stock ownership, vacation, holiday pay in-control or other paid time offcompensatory or benefit plans, bonus programs, policies or arrangements, and all retention, bonus, employment, termination, severance or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee benefit plans or fringe benefit plans or other similar compensation or employee benefit plan, program or arrangement, in each case, (x) that is sponsored, maintained, administered, contributed to, participated in or entered into by Contracts to which the Company or its Subsidiaries for the current or future benefit of any current or former director, officer, employee or independent contractor or consultant of the Company or its Subsidiaries who is a natural person (eachparty, a “Service Provider”), (y) with respect to which the Company or any of its the Company Subsidiaries has any liability current or (z) future obligation, contingent or otherwise, or that are maintained, contributed to which or sponsored by the Company or any of its the Company Subsidiaries is a party; provided, for the avoidance benefit of doubtany current or former employee, that officer, director or independent contractor of the following need Company or any of the Company Subsidiaries (all such plans, programs, policies, or Contracts, whether or not be set forth on listed in Section 3.11(a3.09(a) of the Company Disclosure Schedule: , collectively, the “Company Benefit Plans”). (b) The Company has made available to Parent true, correct and complete copies of the following (as applicable): (i) the written document evidencing each Company Benefit Plan or, with respect to any employment contracts such plan that is not in writing, a written description of the material terms thereof, (ii) the annual report (Form 5500) filed with the Internal Revenue Service for the last two (2) plan years, (iii) the most recently received determination letter from the Internal Revenue Service relating to a Company Benefit Plan, (iv) the most recently prepared actuarial report or consultancy agreements financial statement relating to a Company Benefit Plan, (v) the most recent summary plan description for employees or consultants who are natural persons that such Company Benefit Plan (A) do not provide for severance, retention, change in control, transaction bonus or other descriptions of such Company Benefit Plan provided to employees) and all modifications thereto, (vi) all material, non-routine correspondence with the U.S. Department of Labor or the Internal Revenue Service, (vii) all amendments, modifications or material compensation supplements to any Company Benefit Plan, and (viii) any related trust agreements, insurance Contracts or benefits documents of any other funding arrangements relating to a Company Benefit Plan. Except as specifically provided in the foregoing documents made available to Parent, there are no amendments to any Company Benefit Plans that have been adopted or approved, nor has the Company or any of the Company Subsidiaries undertaken to make any such amendments or to adopt or approve any new Company Benefit Plans. (Bc) are Each Company Benefit Plan has been established, operated and administered in all material respects consistent in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. Neither the Company nor any of the Company Subsidiaries has taken any action to take corrective action or make a standard filing under any voluntary correction program of the Internal Revenue Service, the U.S. Department of Labor or any other Governmental Authority with respect to any Company Benefit Plan, and, to the Knowledge of the Company, there is no plan defect that would qualify for correction under any such program. (d) All contributions required to be made to any Company Benefit Plan by applicable Law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Company Benefit Plan, for any period through the date hereof, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of the Company. (e) Each Company Benefit Plan that is in any part a “nonqualified deferred compensation plan” subject to Section 409A of the Code (i) materially complies and, at all times after December 31, 2008 has materially complied, both in form previously made available and operation, with the requirements of Section 409A of the Code and the final regulations and other applicable guidance thereunder and (ii) between January 1, 2005 and December 31, 2008 was operated in good faith material compliance with Section 409A of the Code, as determined under applicable guidance of the Treasury and the Internal Revenue Service. No compensation payable by the Company or any Company Subsidiary has been reportable as nonqualified deferred compensation in the gross income of any individual or entity, and subject to Parent where an additional tax, as a result of the severance period operation of Section 409A of the Code. No assets set aside for the payment of benefits under any “nonqualified deferred compensation plan” are held outside of the United States, except to the extent that substantially all of the services to which such benefits are attributable have been performed in the jurisdiction in which such assets are held. (f) Section 3.09(f) of the Company Disclosure Schedule identifies each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code (the “Qualified Plans”). The Internal Revenue Service has issued a favorable determination letter with respect to each Qualified Plan and the related trust has not been revoked, and there are no existing circumstances, and, to the Knowledge of the Company, no events have occurred that could reasonably be expected to adversely affect the qualified status of any Qualified Plan or the related trust. No trust funding any Company Benefit Plan is intended to meet the requirements of Section 501(c)(9) of the Code. (g) No Company Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code nor has the Company or any of the Company Subsidiaries or ERISA Affiliates in the last six years maintained an employee benefit plan subject to Title IV or Section 302 of ERISA. (h) (i) No Company Benefit Plan is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) 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 (a “Multiple Employer Plan”); (ii) none of the Company and the Company Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the last six (6) years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan; and (iii) none of the Company and the Company Subsidiaries nor any of their respective ERISA Affiliates has incurred any liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA. (i) Neither the Company, nor any of the Company Subsidiaries, sponsors, has sponsored or has any obligation with respect to any employee benefit plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees or beneficiaries or dependents thereof, except as required notice by Section 4980B of termination provided the Code. (j) Neither the execution and delivery of this Agreement nor the consummation of the Transactions (either alone or in conjunction with any other event) will result in, cause the vesting, exercisability or delivery of, or increase in the amount or value of, any payment, right or other benefit to any employee, director or other service provider of the Company or any of the Company Subsidiaries, or result in any limitation on the right of the Company or any of the Company Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust. Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by the Company or any of the Company Subsidiaries in connection with the Transactions (either alone or in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. No Company Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 4999 or 409A of the Code, or otherwise. (k) There does not now exist, nor do any circumstances exist that could result in, any liability of the Company, the Company Subsidiaries or any of their ERISA Affiliates (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412, 430 and 4971 of the Code, (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code (other than a liability that is not material) or (v) under corresponding or similar provisions of foreign Laws. Without limiting the generality of the foregoing, neither the Company nor any of its ERISA Affiliates has engaged in excess any transaction described in Section 4069, 4204 or 4212 of thirty ERISA. (30l) days There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been asserted or instituted, and, to the Knowledge of the Company, no set of circumstances exists that may reasonably give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts under any of the Company Benefit Plans that could reasonably be expected to result in any material liability of the Company or any of the Company Subsidiaries to the Pension Benefit Guaranty Corporation, the U.S. Department of the Treasury, the U.S. Department of Labor, any Multiemployer Plan, any Multiple Employer Plan, any participant in a Company Benefit Plan, or any other party. No Company Benefit Plan is under audit or the subject of an investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation, the SEC or any other Governmental Authority, nor is any such longer period as audit or investigation pending or, to the Knowledge of the Company, threatened. (m) Each Company Benefit Plan that is required under local Lawmandated by applicable Law or by a Government Authority outside of the United States or that is subject to the Laws of a jurisdiction outside of the United States (i) if intended to qualify for special Tax treatment, meets all the requirements for such treatment, and (ii) plans or arrangements required if required, to any extent, to be provided to a Service Provider pursuant to funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable Law without discretion as to the level of benefitsaccounting principles.

Employee Benefit Plans. (a) Section 3.11(a4.14(a) of the Company Parent Disclosure Schedule sets forth contains a true and complete list of each material Company Benefit Plan. “Company Benefit Plan” shall mean each (i) “employee benefit plan” as defined in Section 3(3) of ERISA, whether written or unwritten, and whether or not subject to ERISA and (ii) each other employment or employee benefit plan, program, practice, policy, arrangement, or agreement, whether written or unwritten, including any compensation, employment, consulting, end of service or severance, termination protection, change in control, transaction bonus, retention, pension, benefit, retirement, compensation, profit-sharing, deferred compensation, stock optionincentive, equity or performance award, phantom equity-based compensation, stock purchaseor stock-based, employee stock ownershipchange in control, vacationretention, holiday pay or other paid time offseverance, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, other employee fringe- benefit plans or fringe benefit plans or and other similar compensation 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 plan” within the meaning of Section 3(3) of ERISA, program whether or arrangementnot tax-qualified and whether or not subject to ERISA, in each case, (x) that which is sponsored, maintained, administeredsponsored, contributed to, participated in or entered into required to be contributed to by the Company Parent or its Subsidiaries for the benefit of any current or former employee, officer, director, retiree, individual independent contractor or individual consultant of the Parent or its Subsidiaries or any spouse or dependent of such individual, or under which the Parent has or may have any Liability, or with respect to which Parent would reasonably be expected to have any Liability, contingent or otherwise (as listed on (or required to be listed on) Section 4.14(a) of the Parent Disclosure Schedule, each, a “Benefit Plan”). (b) With respect to each Benefit Plan, the Parent has made available to the Company accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) 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 benefit 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; (vi) in the case of any Benefit Plan for which a Form 5500 is required to be filed, a copy of the most recently filed Form 5500, with 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 Benefit Plan. (c) Each Benefit Plan (other than any Multiemployer Plan) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA and the Code) in all material respects. Each Benefit Plan that is intended to be a Qualified Benefit Plan has received a favorable and current determination letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the 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 Parent’s knowledge, nothing has occurred that would reasonably be expected to cause the revocation of such determination letter from the Internal Revenue Service or the unavailability of reliance on such opinion letter from the Internal Revenue Service, as applicable, nor has such revocation or unavailability been threatened in writing. (d) With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan; (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code 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 minimum 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 Parent or its Subsidiaries do 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 execution of this Agreement nor any of the Transactions will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee or employee, independent contractor or consultant of the Company or its Subsidiaries who is a natural person (each, a “Service Provider”), (y) with respect Parent to which the Company severance pay or any other payment; (ii) accelerate the time of its Subsidiaries has payment, funding or vesting under any liability Benefit Plan, or increase the amount of compensation due to any current or former director, officer, employee, independent contractor, or consultant of the Parent; (iii) limit or restrict the right of the Parent to merge, amend or terminate any Benefit Plan; (iv) increase the amount payable under or result in any other material obligation pursuant to any Benefit Plan; or (zv) to which result in “excess parachute payments” within the Company or any meaning of its Subsidiaries is a party; provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a280G(b) of the Company Disclosure Schedule: (i) any employment contracts or consultancy agreements for employees or consultants who are natural persons that (A) do not provide for severance, retention, change in control, transaction bonus or other material compensation or benefits or (B) are in all material respects consistent with a standard form previously made available to Parent where the severance period or required notice of termination provided is not in excess of thirty (30) days or such longer period as is required under local Law, and (ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law without discretion as to the level of benefitsCode.