Common use of Employee Benefits and Executive Compensation Clause in Contracts

Employee Benefits and Executive Compensation. (a) Section 4.15(a) of the Company Disclosure Letter sets forth as of the date of this Agreement a true and complete list of each Company Benefit Plan (other than employment agreements that are immaterial to the Company and its Subsidiaries as a whole and do not provide for the payment, increase or acceleration of compensation or benefits as a result of a change in control). With respect to each such Company Benefit Plan, the Company has, to the extent applicable, made available to Parent a true and complete copy of (i) such Company Benefit Plan and all amendments thereto, if written, or a description of the material terms of such Company Benefit Plan if not written, (ii) each applicable trust agreement or other funding arrangement for each such Company Benefit Plan (including insurance contracts), and all material amendments thereto, (iii) with respect to any such Company Benefit Plan that is intended to be tax-qualified or tax-preferred under applicable Law, any applicable determination or opinion letter issued by the IRS and any other applicable determination document issued by any equivalent non-United States taxing or regulatory authority, in each case, confirming the tax-qualified or tax-preferred status of such Company Benefit Plan, (iv) annual reports or returns, audited or unaudited financial statements, actuarial valuations and reports, and summary annual reports or other reports prepared for any Company Benefit Plan with respect to the most recently completed plan year, (v) the most recent summary plan description, if any, for each Company Benefit Plan and any summary of modifications thereto, if any, and (vi) all notices and correspondence that relate to any matter which could reasonably be expected to result in liability to the Company or any of its Subsidiaries. (b) Each Company Benefit Plan has at all times been maintained in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and there are no Actions (other than routine claims for benefits in the normal operation of a Company Benefit Plan) pending or, to the Company’s Knowledge, threatened involving any Company Benefit Plan. (c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a currently effective favorable determination letter from the IRS or may rely upon an opinion or advisory letter issued for a prototype or volume submitter plan, in each case, regarding the qualified status of such Company Benefit Plan; and nothing has occurred that would reasonably be expected to cause the loss of such qualification. Neither the Company nor any of its Subsidiaries has engaged in a transaction with respect to any Company Benefit Plan that would reasonably be expected to 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. (d) No Company Benefit Plan is, and none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has within the last six years had any obligations with respect to, (i) an “employee pension plan,” as defined in Section 3(2) of ERISA, that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, or (iii) a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (e) Neither the Company nor any of its Subsidiaries provides or has any obligations to provide benefits or coverage in the nature of health, life or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with the Company or any of its Subsidiaries (other than death benefits when termination occurs upon death), except as specifically required by the continuation requirements of Part 6 of Title I of ERISA or during any post-termination severance period, or (ii) an individual who is neither a current nor former employee of the Company or its Subsidiaries or a dependent thereof. (f) None of the execution and delivery of this Agreement, the shareholder approval of the transactions contemplated hereby, the termination of the employment of any of the Company’s or its Subsidiaries’ employees within a specified time of the Effective Time (but only to the extent that such treatment would not have occurred had such termination occurred immediately prior to the Effective Time) or the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, golden parachute, or otherwise), whether or not in conjunction with a termination of employment, becoming due to any director, officer or any employee of the Company or any of its Subsidiaries from the Company or any of its Subsidiaries under any Company Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under any Company Benefit Plan, (iii) result in any acceleration of the time of payment or vesting of any such benefit or funding (through a grantor trust or otherwise) of any such payment or benefit, (iv) limit or restrict the right of the Company to merge, amend or terminate any Company Benefit Plan or any related trust, (v) cause a trust for any Company Benefit Plan to be required to be funded or (vi) result in payments under any Company Benefit Plan that would, individually or in combination with any other such payment, not be deductible under Section 280G of the Code or any equivalent non-U.S.

Employee Benefits and Executive Compensation. (a) It has disclosed its Compensation and Benefit Plans in Section 4.15(a3.15(a) of the Company its Disclosure Letter sets forth as of and it has made available before the date execution of this Agreement a true and complete list of each Company Benefit Plan (other than employment agreements that are immaterial to the Company and its Subsidiaries as a whole and do not provide for the payment, increase or acceleration of compensation or benefits as a result of a change in control). With respect to each such Company Benefit Plan, the Company has, to the extent applicable, made available to Parent a true and complete copy copies of (i) such Company each of its material Compensation and Benefit Plan and all amendments thereto, if written, or a description of the material terms of such Company Benefit Plan if not writtenPlans, (ii) each applicable trust agreement or other funding arrangement for each such Company Compensation and Benefit Plan (including insurance contracts), and all material amendments thereto, (iii) with respect to any such Company Compensation and Benefit Plan that is intended to be tax-qualified or tax-preferred under applicable Law, any applicable determination or opinion letter issued by the IRS and any other applicable determination document issued by any equivalent non-United States taxing or regulatory authority, in each case, confirming the tax-qualified or tax-preferred status of such Company Compensation and Benefit Plan, (iv) annual reports or returns, audited or unaudited financial statements, actuarial valuations and reports, and summary annual reports or other reports prepared for any Company Compensation and Benefit Plan with respect to the two most recently completed plan year, years and (v) the most recent summary plan description, if any, description for each Company any Compensation and Benefit Plan and any summary of any material modifications thereto, if any, and (vi) all notices and correspondence that relate to any matter which could reasonably be expected to result in liability to the Company or any of its Subsidiaries. (b) Each Company of its Compensation and Benefit Plan Plans is in compliance in all material respects with applicable Law and has at all times been maintained administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and there Law. There are no Actions actions, suits, investigations or claims pending, or to its Knowledge, threatened (other than routine claims for benefits in the normal operation of a Company Benefit Planbenefits) pending or, relating to the Company’s Knowledge, threatened involving any Company Compensation and Benefit Plan. (c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a currently effective favorable determination letter from the IRS or may rely upon an opinion or advisory letter issued for a prototype or volume submitter plan, in each case, regarding the qualified status of such Company Benefit Plan; and nothing has occurred that would reasonably be expected to cause the loss of such qualification. Neither the Company it nor any of its Subsidiaries has engaged in a transaction any obligations for retiree health and retiree life benefits under any Compensation and Benefit Plan other than with respect to benefit coverage mandated by applicable Law. There has been no amendment to, announcement by it or any Company of its Subsidiaries relating to, or change in employee participation in coverage under, any Compensation and Benefit Plan that would reasonably be expected to subject materially increase the Company or any expense of its Subsidiaries to a Tax or penalty imposed by either Section 4975 maintaining such plan above the level of the Code or Section 502(i) of ERISAexpense incurred therefor for the most recent fiscal year. (d) No Company Benefit Plan is, and none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has within the last six years had any obligations with respect to, (i) an “employee pension plan,” as defined in Section 3(2) of ERISA, that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, or (iii) a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (e) Neither the Company nor any of its Subsidiaries provides or has any obligations to provide benefits or coverage in the nature of health, life or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with the Company or any of its Subsidiaries (other than death benefits when termination occurs upon death), except as specifically required by the continuation requirements of Part 6 of Title I of ERISA or during any post-termination severance period, or (ii) an individual who is neither a current nor former employee of the Company or its Subsidiaries or a dependent thereof. (f) None of the execution and delivery of this Agreement, the shareholder approval of the transactions contemplated hereby, the termination of the employment of any of the Company’s its or its Subsidiaries’ employees within a specified time of the Effective Time (but only to the extent that such treatment would not have occurred had such termination occurred immediately prior to the Effective Time) or the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, golden parachute, or otherwise), whether or not in conjunction with a termination of employment, becoming due to any director, officer or any employee of the Company it or any of its Subsidiaries from the Company it or any of its Subsidiaries under any Company Compensation and Benefit Plan or otherwise, other than by operation of Law, (ii) increase any benefits otherwise payable under any Company Compensation and Benefit Plan, (iii) result in any acceleration of the time of payment or vesting of any such benefit or funding (through a grantor trust or otherwise) of any such payment or benefit, (iv) limit or restrict the right of the Company it to merge, amend or terminate any Company Compensation and Benefit Plan or any related trust, (v) cause a trust for any Company Compensation and Benefit Plan to be required to be funded or (vi) result in payments under any Company Compensation and Benefit Plan that would, individually or in combination with any other such payment, not be deductible under Section 280G of the Code or any equivalent non-U.S.

Employee Benefits and Executive Compensation. (a) It has disclosed its Compensation and Benefit Plans in Section 4.15(a3.15(a) of the Company its Disclosure Letter sets forth as of and it has made available prior to the date execution of this Agreement a true and complete list of each Company Benefit Plan (other than employment agreements that are immaterial to the Company and its Subsidiaries as a whole and do not provide for the payment, increase or acceleration of compensation or benefits as a result of a change in control). With respect to each such Company Benefit Plan, the Company has, to the extent applicable, made available to Parent a true and complete copy copies of (i) such Company each of its material Compensation and Benefit Plan and all amendments thereto, if written, or a description of the material terms of such Company Benefit Plan if not writtenPlans, (ii) each applicable trust agreement or other funding arrangement for each such Company Compensation and Benefit Plan (including insurance contracts), and all material amendments thereto, (iii) with respect to any such Company Compensation and Benefit Plan that is intended to be tax-qualified or tax-preferred under applicable Law, any applicable determination or opinion letter issued by the IRS and any other applicable determination document issued by any equivalent non-United States taxing or regulatory authority, in each case, confirming the tax-qualified or tax-preferred status of such Company Compensation and Benefit Plan, (iv) annual reports or returns, audited or unaudited financial statements, actuarial valuations and reports, and summary annual reports or other reports prepared for any Company Compensation and Benefit Plan with respect to the two most recently completed plan year, years and (v) the most recent summary plan description, if any, description for each Company any Compensation and Benefit Plan and any summary of any material modifications thereto, if any, and (vi) all notices and correspondence that relate to any matter which could reasonably be expected to result in liability to the Company or any of its Subsidiaries. (b) Each Company of its Compensation and Benefit Plan Plans is in compliance in all material respects with applicable Law and has at all times been maintained administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and there Law. There are no Actions actions, suits, investigations or claims pending, or to its Knowledge, threatened (other than routine claims for benefits in the normal operation of a Company Benefit Planbenefits) pending or, relating to the Company’s Knowledge, threatened involving any Company Compensation and Benefit Plan. (c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a currently effective favorable determination letter from the IRS or may rely upon an opinion or advisory letter issued for a prototype or volume submitter plan, in each case, regarding the qualified status of such Company Benefit Plan; and nothing has occurred that would reasonably be expected to cause the loss of such qualification. Neither the Company it nor any of its Subsidiaries has engaged in a transaction any obligations for retiree health and retiree life benefits under any Compensation and Benefit Plan other than with respect to benefit coverage mandated by applicable Law. There has been no amendment to, announcement by it or any Company of its Subsidiaries relating to, or change in employee participation in coverage under, any Compensation and Benefit Plan that would reasonably be expected to subject materially increase the Company or any expense of its Subsidiaries to a Tax or penalty imposed by either Section 4975 maintaining such plan above the level of the Code or Section 502(i) of ERISAexpense incurred therefor for the most recent fiscal year. (d) No Company Benefit Plan is, and none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has within the last six years had any obligations with respect to, (i) an “employee pension plan,” as defined in Section 3(2) of ERISA, that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, or (iii) a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (e) Neither the Company nor any of its Subsidiaries provides or has any obligations to provide benefits or coverage in the nature of health, life or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with the Company or any of its Subsidiaries (other than death benefits when termination occurs upon death), except as specifically required by the continuation requirements of Part 6 of Title I of ERISA or during any post-termination severance period, or (ii) an individual who is neither a current nor former employee of the Company or its Subsidiaries or a dependent thereof. (f) None of the execution and delivery of this Agreement, the shareholder approval of the transactions contemplated hereby, the termination of the employment of any of the Company’s its or its Subsidiaries’ employees within a specified time of the Effective Time (but only to the extent that such treatment would not have occurred had such termination occurred immediately prior to the Effective Time) or the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, golden parachute, or otherwise), whether or not in conjunction with a termination of employment, becoming due to any director, officer or any employee of the Company it or any of its Subsidiaries from the Company it or any of its Subsidiaries under any Company Compensation and Benefit Plan or otherwise, other than by operation of Law, (ii) increase any benefits otherwise payable under any Company Compensation and Benefit Plan, (iii) result in any acceleration of the time of payment or vesting of any such benefit or funding (through a grantor trust or otherwise) of any such payment or benefit, (iv) limit or restrict the right of the Company it to merge, amend or terminate any Company Compensation and Benefit Plan or any related trust, (v) cause a trust for any Company Compensation and Benefit Plan to be required to be funded or (vi) result in payments under any Company Compensation and Benefit Plan that would, individually or in combination with any other such payment, would not be deductible under Section 280G of the Code or any equivalent non-U.S.U.S. tax Law. (e) Each of its Compensation and Benefit Plans that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS and nothing has occurred that would reasonably be expected to cause the loss of such qualification. Neither it nor any of its Subsidiaries has engaged in a transaction with respect to any Compensation and Benefit Plan that would reasonably be expected to subject it or any of its Subsidiaries to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA. Neither it nor any of its Subsidiaries (i) has an “obligation to contribute” (as defined in ERISA Section 4212), nor have they ever had an obligation to contribute, to a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)), or (ii) maintains or contributes to, or has, within six years preceding the date of this Agreement, maintained or contributed to, an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or Section 412 of the Code. (f) With respect to the Company, to the Company’s Knowledge, no material payments or benefits are due to any Persons employed by the Company or any of its Subsidiaries in respect of services rendered to the Company or any of its Subsidiaries under any compensation plan, program or arrangement that is not a Compensation and Benefit Plan disclosed in Section 3.15(a) of the Company Disclosure Letter. (g) With respect to Parent, to Parent’s Knowledge, no material payments or benefits are due to any Persons employed by Parent or any of its Subsidiaries in respect of services rendered to Parent or any of its Subsidiaries under any compensation plan, program or arrangement that is not a Compensation and Benefit Plan disclosed in Section 3.15(a) of the Parent Disclosure Letter.

Employee Benefits and Executive Compensation. (a) It has disclosed its Compensation and Benefits Plans in Section 4.15(a3.15(a) of the Company its Disclosure Letter sets forth as of and it has delivered or made available, to the extent requested, to the other party prior to the date of this Agreement a true correct and complete list of each Company Benefit Plan (other than employment agreements that are immaterial to the Company and its Subsidiaries as a whole and do not provide for the paymentcopies of, increase or acceleration of compensation or benefits as a result of a change in control). With respect to each such Company Benefit Plan, the Company has, to the extent applicable, made available to Parent a true and complete copy of (i) such Company each of its material Compensation and Benefit Plan and all amendments thereto, if written, or a description of the material terms of such Company Benefit Plan if not writtenPlans (as hereinafter defined), (ii) each applicable trust agreement or other funding arrangement for each such Company Compensation and Benefit Plan (including insurance contracts), and all material amendments thereto, (iii) with respect to any such Company Compensation and Benefit Plan that is intended to be tax-qualified or tax-preferred under applicable Law, any applicable determination or opinion letter issued by the IRS U.S. Internal Revenue Service and any other applicable determination document issued by any equivalent non-United States U.S. taxing or regulatory authority, in each case, confirming the tax-qualified or tax-preferred status of such Company Compensation and Benefit Plan, (iv) annual reports or returns, audited or unaudited financial statements, actuarial valuations and reports, and summary annual reports or other reports prepared for any Company Compensation and Benefit Plan with respect to the two most recently completed plan yearyears, and (v) the most recent summary plan description, if any, description for each Company any Compensation and Benefit Plan and any summary of any material modifications thereto, if any, and (vi) all notices and correspondence that relate to any matter which could reasonably be expected to result in liability to the Company or any of its Subsidiaries. (b) Each Company of its Compensation and Benefit Plan Plans is in compliance with applicable Laws and has at all times been maintained in all material respects administered in accordance with its terms and all applicable Laws, including ERISA and the Code, and there terms. There are no Actions actions, suits, investigations or claims pending, or to its knowledge, threatened or anticipated (other than routine claims for benefits in the normal operation of a Company Benefit Planbenefits) pending or, relating to the Company’s Knowledge, threatened involving any Company Compensation and Benefit Plan. (c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a currently effective favorable determination letter from the IRS or may rely upon an opinion or advisory letter issued for a prototype or volume submitter plan, in each case, regarding the qualified status of such Company Benefit Plan; and nothing has occurred that would reasonably be expected to cause the loss of such qualification. Neither the Company it nor any of its Subsidiaries subsidiaries has engaged in a transaction any obligations for retiree health and retiree life benefits under any Compensation and Benefit Plan other than with respect to any Company Benefit Plan that would reasonably be expected to subject the Company benefit coverage mandated by applicable Law. There has been no amendment to, announcement by it or any of its Subsidiaries to a Tax subsidiaries relating to, or penalty imposed by either Section 4975 change in employee participation in coverage under, any Compensation and Benefit Plan which would increase the expense of maintaining such plan above the level of the Code or Section 502(i) of ERISAexpense incurred therefor for the most recent fiscal year. (d) No Company Benefit Plan is, and none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has within the last six years had any obligations with respect to, (i) an “employee pension plan,” as defined in Section 3(2) of ERISA, that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, or (iii) a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (e) Neither the Company nor any of its Subsidiaries provides or has any obligations to provide benefits or coverage in the nature of health, life or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with the Company or any of its Subsidiaries (other than death benefits when termination occurs upon death), except as specifically required by the continuation requirements of Part 6 of Title I of ERISA or during any post-termination severance period, or (ii) an individual who is neither a current nor former employee of the Company or its Subsidiaries or a dependent thereof. (f) None of the execution and delivery of this Agreement, the shareholder approval of the transactions contemplated hereby, the termination of the employment of any of the Company’s its or its Subsidiariessubsidiaries’ employees within a specified time of the Effective Time (but only to the extent that such treatment would not have occurred had such termination occurred immediately prior to the Effective Time) or the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, golden parachute, or otherwise), whether or not in conjunction with a termination of employment, becoming due to any director, officer director or any employee of the Company it or any of its Subsidiaries subsidiaries from the Company it or any of its Subsidiaries subsidiaries under any Company Compensation and Benefit Plan or otherwise, other than by operation of Law, (ii) increase any benefits otherwise payable under any Company Compensation and Benefit Plan, (iii) result in any acceleration of the time of payment or vesting of any such benefit or funding (through a grantor trust or otherwise) of any such payment or benefit, (iv) limit or restrict the right of the Company it to merge, amend or terminate any Company Compensation and Benefit Plan or any related trust, (v) cause a trust for any Company Compensation and Benefit Plan to be required to be funded funded, or (vi) result in payments under any Company Compensation and Benefit Plan that would, individually or in combination with any other such payment, which would not be deductible under Section 280G of the Code or any equivalent non-U.S.U.S. tax Law. (e) Each of its Compensation and Benefit Plans that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the U.S. Internal Revenue Service and nothing has occurred that could reasonably be expected to cause the loss of such qualification. Neither it nor any of its subsidiaries has engaged in a transaction with respect to any Compensation and Benefit Plan that would subject it or any of its subsidiaries to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Neither it nor any of its subsidiaries (i) has an “obligation to contribute” (as defined in ERISA Section 4212) nor have they ever had an obligation to contribute to a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)) or (ii) maintains or contributes to, or has, within six years preceding the date of this Agreement, maintained or contributed to, an “employee pension benefit plan” (as defined in Section 3(2) of ERISA). (f) Set forth on Section 3.15(f) of the Max Disclosure Letter are the names of the Max employees who have waived 50% of their rights to accelerated vesting of their Max Share Options and Max Other Awards that would otherwise have vested in connection with the transactions contemplated under this Agreement. Max has not and will not provide any remuneration to the employees listed on Section 3.15(f) of the Max Disclosure Letter in exchange for the waiver contemplated by this Section 3.15(f).

Employee Benefits and Executive Compensation. (a) It has disclosed its Compensation and Benefits Plans in Section 4.15(a3.15(a) of the Company its Disclosure Letter sets forth as of and it has delivered or made available, to the extent requested, to the other party prior to the date of this Agreement a true correct and complete list of each Company Benefit Plan (other than employment agreements that are immaterial to the Company and its Subsidiaries as a whole and do not provide for the paymentcopies of, increase or acceleration of compensation or benefits as a result of a change in control). With respect to each such Company Benefit Plan, the Company has, to the extent applicable, made available to Parent a true and complete copy of (i) such Company each of its material Compensation and Benefit Plan and all amendments thereto, if written, or a description of the material terms of such Company Benefit Plan if not writtenPlans (as defined in Section 8.13(a)), (ii) each applicable trust agreement or other funding arrangement for each such Company Compensation and Benefit Plan (including insurance contracts), and all material amendments thereto, (iii) with respect to any such Company Compensation and Benefit Plan that is intended to be tax-qualified or tax-preferred under applicable Law, any applicable determination or opinion letter issued by the IRS U.S. Internal Revenue Service and any other applicable determination document issued by any equivalent non-United States non- U.S. taxing or regulatory authority, in each case, confirming the tax-qualified or tax-preferred status of such Company Compensation and Benefit Plan, (iv) annual reports or returns, audited or unaudited financial statements, actuarial valuations and reports, and summary annual reports or other reports prepared for any Company Compensation and Benefit Plan with respect to the two most recently completed plan yearyears, and (v) the most recent summary plan description, if any, description for each Company any Compensation and Benefit Plan and any summary of any material modifications thereto, if any, and (vi) all notices and correspondence that relate to any matter which could reasonably be expected to result in liability to the Company or any of its Subsidiaries. (b) Each Company of its Compensation and Benefit Plan Plans is in compliance with applicable Laws in all material respects and has at all times been maintained administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and there terms. There are no Actions actions, suits, investigations or claims pending, or to its knowledge, threatened or anticipated (other than routine claims for benefits in the normal operation of a Company Benefit Planbenefits) pending or, relating to the Company’s Knowledge, threatened involving any Company Compensation and Benefit Plan. (c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a currently effective favorable determination letter from the IRS or may rely upon an opinion or advisory letter issued for a prototype or volume submitter plan, in each case, regarding the qualified status of such Company Benefit Plan; and nothing has occurred that would reasonably be expected to cause the loss of such qualification. Neither the Company it nor any of its Subsidiaries subsidiaries has engaged in a transaction any obligations for retiree health and retiree life benefits under any Compensation and Benefit Plan other than with respect to any Company Benefit Plan that would reasonably be expected to subject the Company benefit coverage mandated by applicable Law. There has been no amendment to, announcement by it or any of its Subsidiaries to a Tax subsidiaries relating to, or penalty imposed by either Section 4975 change in employee participation in coverage under, any Compensation and Benefit Plan which would materially increase the expense of maintaining such plan above the level of the Code or Section 502(i) of ERISAexpense incurred therefor for the most recent fiscal year. (d) No Company Benefit Plan is, and none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has within the last six years had any obligations with respect to, (i) an “employee pension plan,” as defined in Section 3(2) of ERISA, that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, or (iii) a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (e) Neither the Company nor any of its Subsidiaries provides or has any obligations to provide benefits or coverage in the nature of health, life or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with the Company or any of its Subsidiaries (other than death benefits when termination occurs upon death), except as specifically required by the continuation requirements of Part 6 of Title I of ERISA or during any post-termination severance period, or (ii) an individual who is neither a current nor former employee of the Company or its Subsidiaries or a dependent thereof. (f) None of the execution and delivery of this Agreement, the shareholder approval of the transactions contemplated hereby, the termination of the employment of any of the Company’s its or its Subsidiariessubsidiaries’ employees within a specified time of the Effective Time (but only to the extent that such treatment would not have occurred had such termination occurred immediately prior to the Effective Time) or the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, golden parachute, or otherwise), whether or not in conjunction with a termination of employment, becoming due to any director, officer director or any employee of the Company it or any of its Subsidiaries subsidiaries from the Company it or any of its Subsidiaries subsidiaries under any Company Compensation and Benefit Plan or otherwise, other than by operation of Law, (ii) increase any benefits otherwise payable under any Company Compensation and Benefit Plan, (iii) result in any acceleration of the time of payment or vesting of any such benefit or funding (through a grantor trust or otherwise) of any such payment or benefit, (iv) limit or restrict the right of the Company it to merge, amend or terminate any Company Compensation and Benefit Plan or any related trust, (v) cause a trust for any Company Compensation and Benefit Plan to be required to be funded funded, or (vi) result in payments under any Company Compensation and Benefit Plan that would, individually or in combination with any other such payment, which would not be deductible under Section 280G of the Code or any equivalent non-U.S.U.S. tax Law. (e) Each of its Compensation and Benefit Plans that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the U.S. Internal Revenue Service and nothing has occurred that could reasonably be expected to cause the loss of such qualification. Neither it nor any of its subsidiaries has engaged in a transaction with respect to any Compensation and Benefit Plan that would subject it or any of its subsidiaries to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Neither it nor any of its subsidiaries (i) has an “obligation to contribute” (as defined in ERISA Section 4212) nor have they ever had an obligation to contribute to a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)) or (ii) maintains or contributes to, or has, within six years preceding the date of this Agreement, maintained or contributed to, an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or Section 412 of the Code.

Employee Benefits and Executive Compensation. (a) It has disclosed its Compensation and Benefits Plans in Section 4.15(a3.15(a) of the Company its Disclosure Letter sets forth as of the date of this Agreement a true and complete list of each Company Benefit Plan (other than employment agreements that are immaterial to the Company and its Subsidiaries as a whole and do not provide for the payment, increase it will deliver or acceleration of compensation or benefits as a result of a change in control). With respect to each such Company Benefit Plan, the Company hasmake available, to the extent applicablerequested, made available to Parent a true the other party within one (1) business day of the termination of the IM Agreement correct and complete copy of copies of, (i) such Company each of its material Compensation and Benefit Plan and all amendments thereto, if written, or a description of the material terms of such Company Benefit Plan if not writtenPlans (as defined in Section 8.13(a)), (ii) each applicable trust agreement or other funding arrangement for each such Company Compensation and Benefit Plan (including insurance contracts), and all material amendments thereto, (iii) with respect to any such Company Compensation and Benefit Plan that is intended to be tax-qualified or tax-preferred under applicable Law, any applicable determination or opinion letter issued by the IRS U.S. Internal Revenue Service and any other applicable determination document issued by any equivalent non-United States U.S. taxing or regulatory authority, in each case, confirming the tax-qualified or tax-preferred status of such Company Compensation and Benefit Plan, (iv) annual reports or returns, audited or unaudited financial statements, actuarial valuations and reports, and summary annual reports or other reports prepared for any Company Compensation and Benefit Plan with respect to the two most recently completed plan yearyears, and (v) the most recent summary plan description, if any, description for each Company any Compensation and Benefit Plan and any summary of any material modifications thereto, if any, and (vi) all notices and correspondence that relate to any matter which could reasonably be expected to result in liability to the Company or any of its Subsidiaries. (b) Each Company of its Compensation and Benefit Plan Plans is in compliance with applicable Laws in all material respects and has at all times been maintained administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and there terms. There are no Actions actions, suits, investigations or claims pending, or to its knowledge, threatened or anticipated (other than routine claims for benefits in the normal operation of a Company Benefit Planbenefits) pending or, relating to the Company’s Knowledge, threatened involving any Company Compensation and Benefit Plan. (c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a currently effective favorable determination letter from the IRS or may rely upon an opinion or advisory letter issued for a prototype or volume submitter plan, in each case, regarding the qualified status of such Company Benefit Plan; and nothing has occurred that would reasonably be expected to cause the loss of such qualification. Neither the Company it nor any of its Subsidiaries subsidiaries has engaged in a transaction any obligations for retiree health and retiree life benefits under any Compensation and Benefit Plan other than with respect to any Company Benefit Plan that would reasonably be expected to subject the Company benefit coverage mandated by applicable Law. There has been no amendment to, announcement by it or any of its Subsidiaries to a Tax subsidiaries relating to, or penalty imposed by either Section 4975 change in employee participation in coverage under, any Compensation and Benefit Plan which would materially increase the expense of maintaining such plan above the level of the Code or Section 502(i) of ERISAexpense incurred therefor for the most recent fiscal year. (d) No Company Benefit Plan is, and none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has within the last six years had any obligations with respect to, (i) an “employee pension plan,” as defined in Section 3(2) of ERISA, that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, or (iii) a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (e) Neither the Company nor any of its Subsidiaries provides or has any obligations to provide benefits or coverage in the nature of health, life or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with the Company or any of its Subsidiaries (other than death benefits when termination occurs upon death), except as specifically required by the continuation requirements of Part 6 of Title I of ERISA or during any post-termination severance period, or (ii) an individual who is neither a current nor former employee of the Company or its Subsidiaries or a dependent thereof. (f) None of the execution and delivery of this Agreement, the shareholder approval of the transactions contemplated hereby, the termination of the employment of any of the Company’s its or its Subsidiariessubsidiaries’ employees within a specified time of the Effective Time (but only to the extent that such treatment would not have occurred had such termination occurred immediately prior to the Effective Time) or the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, golden parachute, or otherwise), whether or not in conjunction with a termination of employment, becoming due to any director, officer director or any employee of the Company it or any of its Subsidiaries subsidiaries from the Company it or any of its Subsidiaries subsidiaries under any Company Compensation and Benefit Plan or otherwise, other than by operation of Law, (ii) increase any benefits otherwise payable under any Company Compensation and Benefit Plan, (iii) result in any acceleration of the time of payment or vesting of any such benefit or funding (through a grantor trust or otherwise) of any such payment or benefit, (iv) limit or restrict the right of the Company it to merge, amend or terminate any Company Compensation and Benefit Plan or any related trust, (v) cause a trust for any Company Compensation and Benefit Plan to be required to be funded funded, or (vi) result in payments under any Company Compensation and Benefit Plan that would, individually or in combination with any other such payment, which would not be deductible under Section 280G of the Code or any equivalent non-U.S.U.S. tax Law. (e) Each of its Compensation and Benefit Plans that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the U.S. Internal Revenue Service and nothing has occurred that could reasonably be expected to cause the loss of such qualification. Neither it nor any of its subsidiaries has engaged in a transaction with respect to any Compensation and Benefit Plan that would subject it or any of its subsidiaries to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Neither it nor any of its subsidiaries (i) has an “obligation to contribute” (as defined in ERISA Section 4212) nor have they ever had an obligation to contribute to a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)) or (ii) maintains or contributes to, or has, within six years preceding the date of this Agreement, maintained or contributed to, an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or Section 412 of the Code.

Employee Benefits and Executive Compensation. (a) KeyTech has disclosed its Compensation and Benefit Plans in Section 4.15(a3.13(a) of the Company KeyTech Disclosure Letter sets forth as of and it has made available before the date execution of this Agreement a true and complete list of each Company Benefit Plan (other than employment agreements that are immaterial to the Company and its Subsidiaries as a whole and do not provide for the payment, increase or acceleration of compensation or benefits as a result of a change in control). With respect to each such Company Benefit Plan, the Company has, to the extent applicable, made available to Parent a true and complete copy copies of (i) such Company each of its material Compensation and Benefit Plan and all amendments thereto, if written, or a description of the material terms of such Company Benefit Plan if not writtenPlans, (ii) each applicable trust agreement or other funding arrangement for each such Company Compensation and Benefit Plan (including insurance contracts), and all material amendments thereto, (iii) with respect to any such Company Benefit Plan that is intended to be tax-qualified or tax-preferred under applicable Law, any applicable determination or opinion letter issued by the IRS and any other applicable determination document issued by any equivalent non-United States taxing or regulatory authority, in each case, confirming the tax-qualified or tax-preferred status of such Company Benefit Plan, (iv) annual reports or returns, audited or unaudited financial statements, actuarial valuations and reports, and summary annual reports or other reports prepared for any Company Benefit Plan with respect to the most recently completed plan year, (v) the most recent summary plan description, if any, description for each Company any Compensation and Benefit Plan and any summary of any material modifications thereto, if any, and (vi) all notices and correspondence that relate to any matter which could reasonably be expected to result in liability to the Company or any of its Subsidiaries. (b) Each Company of KeyTech’s Compensation and Benefit Plan Plans is in compliance in all material respects with applicable Law and has at all times been maintained administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and there Law. There are no Actions Legal Proceedings pending, or, to the Knowledge of KeyTech, threatened (other than routine claims for benefits in the normal operation of a Company Benefit Planbenefits) pending or, relating to the Company’s Knowledge, threatened involving any Company Compensation and Benefit Plan. (c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a currently effective favorable determination letter from the IRS or may rely upon an opinion or advisory letter issued for a prototype or volume submitter plan, in each case, regarding the qualified status of such Company Benefit Plan; and nothing has occurred that would reasonably be expected to cause the loss of such qualification. Neither the Company KeyTech nor any of its Subsidiaries has engaged in a transaction any obligations for retiree health and retiree life benefits under any Compensation and Benefit Plan other than with respect to benefit coverage mandated by applicable Law or as otherwise set forth on Section 3.13(c) of the KeyTech Disclosure Letter. There has been no amendment to, announcement by KeyTech or any Company of its Subsidiaries relating to, or change in employee participation in coverage under, any Compensation and Benefit Plan that would reasonably be expected to subject materially increase the Company or any expense of its Subsidiaries to a Tax or penalty imposed by either Section 4975 maintaining such plan above the level of the Code or Section 502(i) of ERISAexpense incurred therefor for the most recent fiscal year. (d) No Company Benefit Plan is, and none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has within the last six years had any obligations with respect to, (i) an “employee pension plan,” as defined in Section 3(2) of ERISA, that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, or (iii) a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (e) Neither the Company nor any of its Subsidiaries provides or has any obligations to provide benefits or coverage in the nature of health, life or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with the Company or any of its Subsidiaries (other than death benefits when termination occurs upon death), except as specifically required by the continuation requirements of Part 6 of Title I of ERISA or during any post-termination severance period, or (ii) an individual who is neither a current nor former employee of the Company or its Subsidiaries or a dependent thereof. (f) None of the execution and delivery of this Agreement, the shareholder approval obtaining of the transactions contemplated herebyRequired KeyTech Vote, the termination of the employment of any of the Company’s KeyTech or its Subsidiaries’ employees within a specified time of the Merger Effective Time (but only to the extent that such treatment would not have occurred had such termination occurred immediately prior to the Effective Time) or the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, golden parachute, or otherwise), whether or not in conjunction with a termination of employment, becoming due to any director, officer or any employee of the Company KeyTech or any of its Subsidiaries from the Company KeyTech or any of its Subsidiaries under any Company Compensation and Benefit Plan or otherwise, other than by operation of Law, (ii) increase any benefits otherwise payable under any Company Compensation and Benefit Plan, (iii) result in any acceleration of the time of payment or vesting of any such benefit or funding (through a grantor trust or otherwise) of any such payment or benefit, (iv) limit or restrict the right of the Company KeyTech to merge, amend or terminate any Company Compensation and Benefit Plan or any related trust, (v) cause a trust for any Company Benefit Plan to be required to be funded or (vi) result in payments under any Company Benefit Plan that would, individually or in combination with any other such payment, not be deductible under Section 280G of the Code or any equivalent non-U.S..

Employee Benefits and Executive Compensation. (a) It has disclosed its Compensation and Benefits Plans in Section 4.15(a3.15(a) of the Company its Disclosure Letter sets forth as of and it has delivered or made available, to the extent requested, to the other party prior to the date of this Agreement a true correct and complete list of each Company Benefit Plan (other than employment agreements that are immaterial to the Company and its Subsidiaries as a whole and do not provide for the paymentcopies of, increase or acceleration of compensation or benefits as a result of a change in control). With respect to each such Company Benefit Plan, the Company has, to the extent applicable, made available to Parent a true and complete copy of (i) such Company each of its material Compensation and Benefit Plan and all amendments thereto, if written, or a description of the material terms of such Company Benefit Plan if not writtenPlans (as defined in Section 8.13(a)), (ii) each applicable trust agreement or other funding arrangement for each such Company Compensation and Benefit Plan (including insurance contracts), and all material amendments thereto, (iii) with respect to any such Company Compensation and Benefit Plan that is intended to be tax-qualified or tax-preferred under applicable Law, any applicable determination or opinion letter issued by the IRS U.S. Internal Revenue Service and any other applicable determination document issued by any equivalent non-United States U.S. taxing or regulatory authority, in each case, confirming the tax-qualified or tax-preferred status of such Company Compensation and Benefit Plan, (iv) annual reports or returns, audited or unaudited financial statements, actuarial valuations and reports, and summary annual reports or other reports prepared for any Company Compensation and Benefit Plan with respect to the two most recently completed plan yearyears, and (v) the most recent summary plan description, if any, description for each Company any Compensation and Benefit Plan and any summary of any material modifications thereto, if any, and (vi) all notices and correspondence that relate to any matter which could reasonably be expected to result in liability to the Company or any of its Subsidiaries. (b) Each Company of its Compensation and Benefit Plan Plans is in compliance with applicable Laws in all material respects and has at all times been maintained administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and there terms. There are no Actions actions, suits, investigations or claims pending, or to its knowledge, threatened or anticipated (other than routine claims for benefits in the normal operation of a Company Benefit Planbenefits) pending or, relating to the Company’s Knowledge, threatened involving any Company Compensation and Benefit Plan. (c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a currently effective favorable determination letter from the IRS or may rely upon an opinion or advisory letter issued for a prototype or volume submitter plan, in each case, regarding the qualified status of such Company Benefit Plan; and nothing has occurred that would reasonably be expected to cause the loss of such qualification. Neither the Company it nor any of its Subsidiaries subsidiaries has engaged in a transaction any obligations for retiree health and retiree life benefits under any Compensation and Benefit Plan other than with respect to any Company Benefit Plan that would reasonably be expected to subject the Company benefit coverage mandated by applicable Law. There has been no amendment to, announcement by it or any of its Subsidiaries to a Tax subsidiaries relating to, or penalty imposed by either Section 4975 change in employee participation in coverage under, any Compensation and Benefit Plan which would materially increase the expense of maintaining such plan above the level of the Code or Section 502(i) of ERISAexpense incurred therefor for the most recent fiscal year. (d) No Company Benefit Plan is, and none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has within the last six years had any obligations with respect to, (i) an “employee pension plan,” as defined in Section 3(2) of ERISA, that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, or (iii) a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (e) Neither the Company nor any of its Subsidiaries provides or has any obligations to provide benefits or coverage in the nature of health, life or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with the Company or any of its Subsidiaries (other than death benefits when termination occurs upon death), except as specifically required by the continuation requirements of Part 6 of Title I of ERISA or during any post-termination severance period, or (ii) an individual who is neither a current nor former employee of the Company or its Subsidiaries or a dependent thereof. (f) None of the execution and delivery of this Agreement, the shareholder approval of the transactions contemplated hereby, the termination of the employment of any of the Company’s its or its Subsidiariessubsidiaries’ employees within a specified time of the Effective Time (but only to the extent that such treatment would not have occurred had such termination occurred immediately prior to the Effective Time) or the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, golden parachute, or otherwise), whether or not in conjunction with a termination of employment, becoming due to any director, officer director or any employee of the Company it or any of its Subsidiaries subsidiaries from the Company it or any of its Subsidiaries subsidiaries under any Company Compensation and Benefit Plan or otherwise, other than by operation of Law, (ii) increase any benefits otherwise payable under any Company Compensation and Benefit Plan, (iii) result in any acceleration of the time of payment or vesting of any such benefit or funding (through a grantor trust or otherwise) of any such payment or benefit, (iv) limit or restrict the right of the Company it to merge, amend or terminate any Company Compensation and Benefit Plan or any related trust, (v) cause a trust for any Company Compensation and Benefit Plan to be required to be funded funded, or (vi) result in payments under any Company Compensation and Benefit Plan that would, individually or in combination with any other such payment, which would not be deductible under Section 280G of the Code or any equivalent non-U.S.U.S. tax Law. (e) Each of its Compensation and Benefit Plans that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the U.S. Internal Revenue Service and nothing has occurred that could reasonably be expected to cause the loss of such qualification. Neither it nor any of its subsidiaries has engaged in a transaction with respect to any Compensation and Benefit Plan that would subject it or any of its subsidiaries to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Neither it nor any of its subsidiaries (i) has an “obligation to contribute” (as defined in ERISA Section 4212) nor have they ever had an obligation to contribute to a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)) or (ii) maintains or contributes to, or has, within six years preceding the date of this Agreement, maintained or contributed to, an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or Section 412 of the Code.

Employee Benefits and Executive Compensation. (a) ATN has disclosed the Compensation and Benefit Plans relating to BDC in Section 4.15(a4.11(a) of the Company ATN Disclosure Letter sets forth as of the date of this Agreement a true and complete list of each Company Benefit Plan (other than employment agreements that are immaterial to the Company and its Subsidiaries as a whole and do not provide for the payment, increase or acceleration of compensation or benefits as a result of a change in control). With respect to each such Company Benefit Plan, the Company hasit has made available, to the extent applicablepossible, made available to Parent a before the execution of this Agreement true and complete copy copies of (i) such Company each of BDC’s material Compensation and Benefit Plan and all amendments thereto, if written, or a description of the material terms of such Company Benefit Plan if not writtenPlans, (ii) each applicable trust agreement or other funding arrangement for each such Company Compensation and Benefit Plan (including insurance contracts), and all material amendments thereto, and (iii) with respect to any such Company Benefit Plan that is intended to be tax-qualified or tax-preferred under applicable Law, any applicable determination or opinion letter issued by the IRS and any other applicable determination document issued by any equivalent non-United States taxing or regulatory authority, in each case, confirming the tax-qualified or tax-preferred status of such Company Benefit Plan, (iv) annual reports or returns, audited or unaudited financial statements, actuarial valuations and reports, and summary annual reports or other reports prepared for any Company Benefit Plan with respect to the most recently completed plan year, (v) the most recent summary plan description, if any, description for each Company any Compensation and Benefit Plan and any summary of any material modifications thereto, if any, and (vi) all notices and correspondence that relate to any matter which could reasonably be expected to result in liability to the Company or any of its Subsidiaries. (b) Each Company of BDC’s Compensation and Benefit Plan Plans is in compliance in all material respects with applicable Law and has at all times been maintained administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and there Law. There are no Actions Legal Proceedings pending, or, to the Knowledge of ATN, threatened (other than routine claims for benefits in the normal operation benefits) relating to any of a Company BDC’s Compensation and Benefit Plan) pending or, to the Company’s Knowledge, threatened involving any Company Benefit PlanPlans. (c) Each Company BDC has no obligations for retiree health and retiree life benefits under any Compensation and Benefit Plan that is intended other than with respect to be qualified under benefit coverage mandated by applicable Law or as otherwise set forth on Section 401(a4.11(c) of the Code ATN Disclosure Letter. There has either received a currently effective favorable determination letter from the IRS been no amendment to, announcement by BDC relating to, or may rely upon an opinion or advisory letter issued for a prototype or volume submitter planchange in employee participation in coverage under, in each case, regarding the qualified status of such Company Benefit Plan; any Compensation and nothing has occurred that would reasonably be expected to cause the loss of such qualification. Neither the Company nor any of its Subsidiaries has engaged in a transaction with respect to any Company Benefit Plan that would reasonably be expected to subject materially increase the Company or any expense of its Subsidiaries to a Tax or penalty imposed by either Section 4975 maintaining such plan above the level of the Code or Section 502(i) of ERISAexpense incurred therefor for the most recent fiscal year. (d) No Company Benefit Plan is, and none Other than with respect to agreements set forth in Section 4.11(d) of the CompanyATN Disclosure Letter, any of its Subsidiaries or any of their respective ERISA Affiliates has within the last six years had any obligations with respect to, (i) an “employee pension plan,” as defined in Section 3(2) of ERISA, that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, or (iii) a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. (e) Neither the Company nor any of its Subsidiaries provides or has any obligations to provide benefits or coverage in the nature of health, life or other welfare benefits to or in respect of (i) an individual following such individual’s termination of employment with the Company or any of its Subsidiaries (other than death benefits when termination occurs upon death), except as specifically required by the continuation requirements of Part 6 of Title I of ERISA or during any post-termination severance period, or (ii) an individual who is neither a current nor former employee of the Company or its Subsidiaries or a dependent thereof. (f) None of the execution and delivery of this Agreement, the shareholder approval of the transactions contemplated hereby, the termination of the employment of any of the Company’s or its Subsidiaries’ employees within a specified time of the Effective Time (but only to the extent that such treatment would not have occurred had such termination occurred immediately prior to the Effective Time) or the consummation none of the transactions contemplated hereby will (i) result in any payment (including severance, golden parachute, or otherwise), whether or not in conjunction with a termination of employment, becoming due to any director, officer or any employee of the Company or any of its Subsidiaries from the Company or any of its Subsidiaries BDC under any Company Compensation and Benefit Plan or otherwise, other than by operation of Law, (ii) increase any benefits otherwise payable under any Company Compensation and Benefit Plan, (iii) result in any acceleration of the time of payment or vesting of any such benefit or funding (through a grantor trust or otherwise) of any such payment or benefit, (iv) limit or restrict the right of the Company BDC to merge, amend or terminate any Company Compensation and Benefit Plan or any related trust, (v) cause a trust for any Company Benefit Plan to be required to be funded or (vi) result in payments under any Company Benefit Plan that would, individually or in combination with any other such payment, not be deductible under Section 280G of the Code or any equivalent non-U.S..