Common use of Employee Benefits; Employees Clause in Contracts

Employee Benefits; Employees. (i) All material “employee benefit plans,” within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA, and all material employment, consulting, termination, severance, retention, change-in-control, deferred or incentive compensation, stock option or other equity-based and other benefit arrangements covering current or former employees of the Company or any of its Subsidiaries, other than agreements which have been satisfied in full (the “Company Plans”) are set forth in the Company Disclosure Schedule. True and complete copies of (A) the legal documents for the Company Plans and (B) to the extent applicable, the most recently filed Form 5500 for each Company Plan, have been made available to Parent. Any Company Plan intended to be qualified under Section 401(a) of the Code has received a determination letter and, to the knowledge of the Company, continues to satisfy the requirements for such qualification. None of the Company Plans are subject to the provisions of Title IV of ERISA (a “Title IV Plan”), none of the Company Plans is a multiemployer plan within the meaning of Section 3(37) of ERISA and neither the Company nor any Subsidiary has incurred any material liability that remains outstanding in respect to any such Title IV Plan or multiemployer plan, nor could the Company or any Subsidiary have any liability pursuant to Title IV of ERISA. Neither the Company nor any Subsidiary has incurred any material liability or penalty under Section 4975 of the Code or Section 502(i) of ERISA or engaged in any transaction that is reasonably likely to result in any such material liability or penalty. Each Company Plan has been maintained and administered in material compliance with its terms and with all applicable law (including without limitation ERISA and the Code) to the extent applicable thereto. Except as described in the Company SEC Reports and except for matters which would not have a Material Adverse Effect, neither the Company nor any of its Subsidiaries maintains or contributes 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 or her retirement or termination of employment (other than (x) coverage mandated by applicable law or (y) benefits the full cost of which is borne by the current or former employee). Except as set forth in the Company Disclosure Schedule, there will be no payment, accrual of additional benefits, acceleration of payments or vesting of any benefit under any Company Plan or any other agreement or arrangement to which the Company or any of its Subsidiaries is a party, and no employee, officer or director of the Company or its Subsidiaries will become entitled to severance, termination allowance or similar payments, solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (ii) Except as set forth in the Company SEC Reports or Section 3.1(r) of the Company Disclosure Schedule: (A) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and, to the knowledge of the Company, no union claims to represent these employees have been made. To the knowledge of the Company there have been no union organizing activities with respect to employees of the Company or any of its Subsidiaries within the past five years. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is, and neither the Company nor any of its Subsidiaries has been, engaged in any unfair labor practices as defined in the National Labor Relations Act or similar applicable law, ordinance or regulation, nor is there pending any unfair labor practice charge, and (B) during the past two years, neither the Company nor any of its Subsidiaries has effectuated a “plant closing” or “mass layoff” (as defined in the Worker Adjustment and Remaining Notification Act) affecting any of their sites of employment or one or more facilities or operating units within any site of employment or facility, nor is any such action scheduled within the 90 day period prior to the Effective Time. The Company and its Subsidiaries have during the past three years complied in all material respects with all laws relating to the employment of labor. (iii) Section 3.1(r) of the Company Disclosure Schedule contains a correct and complete list as of the date of this Agreement of each employee of the Company, including each such employee’s annual base salary.

Employee Benefits; Employees. (ia) All material “employee benefit plans,” within the meaning of Section 3(33.15(a)(i) of the Employee Retirement Security Act of 1974Disclosure Schedule sets forth, as amended (“ERISA”)of the date hereof, whether or not subject to ERISA, and a list of all material employmentBenefit Plans. With respect to each such material Benefit Plan in which any Employee participates, consulting, termination, severance, retention, change-in-control, deferred Parent has delivered or incentive compensation, stock option or other equity-based and other benefit arrangements covering current or former employees of the Company or any of its Subsidiaries, other than agreements which have been satisfied in full (the “Company Plans”) are set forth in the Company Disclosure Schedule. True and complete copies of (A) the legal documents for the Company Plans and (B) to the extent applicable, the most recently filed Form 5500 for each Company Plan, have been made available to Parent. Any Company Plan intended to be qualified under Section 401(a) the Acquiror a summary of the Code has received a determination letter and, to the knowledge of the Company, continues to satisfy the requirements for each such qualification. None of the Company Plans are subject to the provisions of Title IV of ERISA (a “Title IV Benefit Plan”), none of the Company Plans is a multiemployer plan within the meaning of Section 3(37) of ERISA and neither the Company nor any Subsidiary has incurred any material liability that remains outstanding in respect to any such Title IV Plan or multiemployer plan, nor could the Company or any Subsidiary have any liability pursuant to Title IV of ERISA. Neither the Company nor any Transferred Subsidiaries maintain or sponsor any Benefit Plans. Except as set forth on Section 3.15(a)(ii) of the Disclosure Schedule or as otherwise expressly provided in Article VI, neither the Company nor any Transferred Subsidiaries will have any liability for any Benefit Plans following the Closing Date that has or would be reasonably expected to have, a Material Adverse Effect with respect to the Business. (b) Each Benefit Plan has been operated and administered in compliance with its terms and with applicable Law including ERISA and the Code, other than any non-compliance that individually and in the aggregate would not be material. Except as set forth in Section 3.15(b) of the Disclosure Schedule, no Benefit Plan is subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA. None of Parent, the Seller or the Company or any Transferred Subsidiary has incurred engaged in a transaction with respect to any material liability Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, would reasonably be expected to subject the Company or any Transferred Subsidiary or any Benefit Plan to a Tax or penalty under imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. All contributions required to be made under any Benefit Plan with respect to any Employee have been made on or engaged in any transaction that is before the due date thereof except as would not reasonably likely be expected to result in any such material liability or penalty. Each Company Plan has been maintained and administered in material compliance with its terms and with all applicable law (including without limitation ERISA and the Code) to the extent applicable theretoCompany or any Transferred Subsidiary. Except as described in All Benefit Plans intended to be “qualified” under Section 401(a) of the Code have received a determination letter on which reliance is currently permitted, and there are no circumstances under which such qualified status would reasonably be expected to be revoked. (c) None of the Company SEC Reports and except for matters which would not have a Material Adverse Effect, neither or the Company nor any of its Transferred Subsidiaries maintains or contributes to any plan or arrangement which provides or has any liability to provide life insurance or medical or other employee obligations for retiree welfare benefits to any employee or former employee upon his or her retirement or termination of employment (other than (xi) coverage mandated by applicable law Law or (yii) benefits the full cost of which is borne by the current or former employee). Except as set forth in the Company Disclosure Schedule, there will be no payment, accrual of additional benefits, acceleration of payments or vesting of any benefit under any Company Plan or any other agreement or arrangement to which the Company or any of its Subsidiaries is a party, and no employee, officer or director of the Company or its Subsidiaries will become entitled to severance, termination allowance or similar payments, solely by reason of entering into or in connection with the transactions contemplated by this Agreementcoverage that continues during an applicable severance period. (iid) Except as set forth in the Company SEC Reports Section 3.08 or Section 3.1(r3.15(d) of the Company Disclosure Schedule, with respect to the Employees: (i) there is not now in existence, nor has there been within the last twelve (12) months prior to the Closing, any pending or, to the Knowledge of Parent and the Seller, threatened: (A) strike, slowdown, stoppage, picketing, interruption of work, lockout, or any other dispute or controversy with or involving a labor organization or with respect to unionization or collective bargaining; (B) labor-related organizational effort, election activities, or request or demand for negotiations, recognition or representation; or (C) grievance, arbitration, administrative hearing, claim of unfair labor practice, other union- or labor-related Action or other claim, workers’ compensation claim, claim or investigation of wrongful discharge, claim or investigation of employment discrimination or retaliation, claim or investigation of sexual harassment, or other employment dispute of any nature, against the Company or any of the Transferred Subsidiaries that, individually or in the aggregate, has had, or would be reasonably expected to have, a Material Adverse Effect with respect to the Business; (ii) (A) none of the employees Company and the Transferred Subsidiaries, is, or within the last twelve (12) months prior to the Closing has been, a party to or bound by any collective bargaining agreement, other agreement or understanding, work rules or practice, or arbitration award with any labor union or any other similar organization; and (B) none of the Employees are subject to or covered by any such collective bargaining agreement, other agreement or understanding, work rules or practice, or arbitration award, or are represented by any labor organization; (iii) for the twelve (12) months preceding the date hereof, the Company and each of the Transferred Subsidiaries: (i) is and has been in compliance in all material respects with all applicable federal, state, local, foreign and other Laws which relate to employment, equal employment opportunity (including Laws prohibiting employment discrimination, harassment or retaliation), wages, hours, leaves, workers’ compensation, disability, occupational health and safety, immigration, collective bargaining, secondment, contractors and temporary employees, other employment terms and conditions, and plant closings and layoffs (including the Worker Adjustment and Retraining Notification Act and comparable state, local or other Laws) (collectively, “WARN”), except for such non-compliance as has not resulted in, and would not reasonably be expected to result in, material liability to the Company and the Transferred Subsidiaries; and (ii) is not and has not been (individually or collectively in any respect) liable in any material respect for any arrears of wages, other compensation or benefits, or any taxes or penalties for failure to comply with any of the foregoing, except for such liability as has not had and would not reasonably be expected to have a Material Adverse Effect with respect to the Business; (iv) Parent has caused the Company and the Transferred Subsidiaries to provide or make available to the Acquiror true and correct summaries of all layoffs and other losses of employment experienced at any site of employment of the Company or any of its the Transferred Subsidiaries is represented by any labor organization and, to the knowledge of the Company, no union claims to represent these employees have been made. To the knowledge of the Company there have been no union organizing activities with respect to employees of the Company or any of its Subsidiaries within the past five years. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is, and neither the Company nor any of its Subsidiaries has been, engaged in any unfair labor practices as defined in the National Labor Relations Act or similar applicable law, ordinance or regulation, nor is there pending any unfair labor practice charge, and (B) during the past two years, neither the Company nor any of its Subsidiaries has effectuated a “plant closing” or “mass layoff” (as defined in the Worker Adjustment and Remaining Notification Act) affecting any of their sites of employment or one or more facilities or operating units within any site of employment or facilityfacility of the Company or any of the Transferred Subsidiaries during the ninety (90)-day period preceding the date hereof; (v) none of the Company or the Transferred Subsidiaries is a party to or obligated under any agreement with any Employee with respect to length, duration or material conditions of employment (or the termination of employment), salaries, bonuses, percentage compensation, deferred compensation, health insurance, any other material form of remuneration or benefits that is not terminable at will by the Company or such Transferred Subsidiary, as applicable, or any successor employer, without cost, liability, penalty or other monetary or non-monetary obligation of any kind, including any termination or severance payments; (vi) there is not pending or, to the Knowledge of Parent and the Seller, threatened any Action or other claim or investigation against the Company or any of the Transferred Subsidiaries for actual or possible violation of any agreement described in clause (v) above, or for violation of any material right or obligation under any of the Benefit Plans, nor to the Knowledge of Parent and the Seller, is there any reasonable basis for any such action scheduled within Action or other claim (other than routine claims for benefits) or investigation; (vii) no Employee or other agent is subject to any secrecy or non-competition agreement or any other agreement or restriction of any kind to which Parent, the 90 day period prior Company or the Transferred Subsidiaries are a party or have Knowledge that would impede in any way the ability of such Employee or other agent to carry out fully all of his or her activities and duties; (viii) the consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) (A) entitle any Employee to severance, change of control or other similar pay or benefits under, or accelerate the time of payment or vesting or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other material obligation pursuant to, any Benefit Plan, or (B) result in any payment (whether in cash or property) or the vesting of any property under any Benefit Plan to any “disqualified individual” (as such term is defined in Treasury Regulation section 1.280G-1) that would reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in section 280G(b)(1) of the Code); (ix) no Employee is entitled to receive any additional payment (including any tax gross-up or other payment) from the Company or any of the Transferred Subsidiaries as a result of the imposition of the Taxes under section 409A or 4999 of the Code; and (x) to the Effective Time. The Knowledge of Parent and the Seller, all Persons classified or treated by the Company or any of the Transferred Subsidiaries as independent contractors or otherwise as non-employees satisfy all applicable laws, rules, regulations and other requirements of Law to be so classified or treated, and the Company and its each of the Transferred Subsidiaries have during the past three years complied has fully and accurately reported in all material respects with all laws their compensation of any kind on IRS Forms 1099 or as otherwise required by Law. (e) This Section 3.15 contains the sole and exclusive representations and warranties pertaining to matters relating to the employment of laborEmployees or Benefit Plans. (iii) Section 3.1(r) of the Company Disclosure Schedule contains a correct and complete list as of the date of this Agreement of each employee of the Company, including each such employee’s annual base salary.

Employee Benefits; Employees. (ia) All material “employee benefit plans,” within the meaning of Set forth in Section 3(34.17(a) of the Employee Retirement Security Act Seller Disclosure Letter is a true and complete list of 1974, each material Plan in effect as amended (“ERISA”), whether or not subject to ERISA, and all material employment, consulting, termination, severance, retention, change-in-control, deferred or incentive compensation, stock option or other equity-based and other benefit arrangements covering current or former employees of the date of this Agreement and separately identifies each material Company or any of its SubsidiariesPlan. (b) With respect to each Company Plan, other than agreements which have been satisfied in full (the “Company Plans”) are set forth in the Company Disclosure Schedule. True Seller Parent has made available to Purchaser true and complete copies of each Company Plan and any amendments thereto (A) the legal documents for or a written summary of all material terms if the Company Plans Plan has not been reduced to writing). With respect to each Company Plan, Seller Parent has made available to Purchaser true and (B) complete copies, to the extent applicable, of (i) the most recently filed Form 5500 for recent summary plan descriptions with respect to each Company Plan, have been made available (ii) any related trust or other funding vehicle, (iii) the most recent annual report on IRS Form 5500, to Parent. Any the extent applicable and (iv) the most recent determination or opinion letter received from the IRS with respect to each Company Plan intended to qualify under Section 401 of the Code. (c) Each Plan intended to be qualified under within the meaning of Section 401(a) of the Code has received is covered by a determination or opinion letter andfrom IRS upon which it can rely that it is so qualified or, to the knowledge of the Companyif no such determination has been made, continues to satisfy the requirements either an application for such qualificationdetermination is pending with the IRS or the time within which such determination may be sought from the IRS has not yet expired. None Except as would not be reasonably expected to have a Material Adverse Effect, each Foreign Plan that is intended to qualify for Tax-preferential treatment under applicable Law so qualifies and has received, where required, approval from the applicable Governmental Authority that it is so qualified and no event has occurred or circumstance exists that may give rise to disqualification or loss of the Company Plans are Tax-preferential treatment. (d) No Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, nor is any Plan subject to the provisions of Section 302 or Title IV of ERISA (or Section 412 of the Code. Except as would not be reasonably expected to have a “Title IV Plan”)Material Adverse Effect, none of the Company Plans is a multiemployer plan within the meaning of Section 3(37) of ERISA and neither the Company nor Conveyed Subsidiaries (or any Subsidiary thereof) has any Liability (i) for any Tax imposed under Section 4980B of the Code, or (ii) for any Tax imposed under 4980H or 9815 of the Code. No Conveyed Subsidiary or Asset Seller is or has at any time in the last six (6) years been connected with or an associate of (as those terms are used in the UK Pensions Act 2004) the employer in a UK defined benefit pension plan. None of Sellers, any of the Conveyed Subsidiaries (or any Subsidiary thereof), or any of their respective ERISA Affiliates has incurred any material liability that remains outstanding in respect to or on account of, any such Title IV Plan or multiemployer plan, nor could the Company or any Subsidiary have any liability pursuant to Title IV of ERISA. Neither , during the Company nor any Subsidiary six (6) years preceding the date of this Agreement, which has incurred any material liability or penalty under Section 4975 not been fully paid. (e) To the Knowledge of the Code or Section 502(i) of ERISA or engaged in any transaction that is reasonably likely to result in any such material liability or penalty. Each Company Seller Parent, each Plan has been maintained maintained, operated and administered in material compliance in all respects with its terms and with all applicable law (including without limitation ERISA Law. All contributions required to be made to any Company Plan by applicable Law and the Codeterms of such Company Plan, and all premiums due or payable with respect to insurance policies funding any Company 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 in the accounting records of the Conveyed Subsidiaries (or any Subsidiary thereof) to the extent applicable thereto. Except as described required. (f) Other than routine claims for benefits submitted by participants or beneficiaries, no claim against, or proceeding involving, any Company Plan or any fiduciary thereof is pending or, to the Knowledge of Seller Parent, is threatened, which could reasonably be expected to result in any material Liability, direct or indirect (by indemnification or otherwise) of any Conveyed Subsidiaries (or any Subsidiary thereof). (g) Neither the Company SEC Reports and except for matters which would not have a Material Adverse Effectexecution of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or in conjunction with any other event) will (i) cause accelerated vesting, neither payment or delivery of, or increase the Company nor amount or value of, any of its Subsidiaries maintains payment or contributes benefit to any plan Business Employee, (ii) constitute a “deemed severance” 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 or her retirement or termination of employment (other than (x) coverage mandated by applicable law or (y) benefits the full cost of which is borne by the current or former employee). Except as set forth in the Company Disclosure Schedule, there will be no payment, accrual of additional benefits, acceleration of payments or vesting of any benefit “deemed termination” under any Company Plan or (iii) result in any other agreement or arrangement to which “parachute payment” under Section 280G of the Company Code (or any corresponding provision of its Subsidiaries state, local, or foreign Tax Law). No Conveyed Subsidiary (or any Subsidiary thereof) will be required to “gross up” or otherwise compensate any individual because of the imposition of any Tax on any payment to the individual. (h) Seller Parent shall have provided to Purchaser a true and complete list of the Business Employees (non-U.S.) and Business Employees (U.S.) as provided by Section 1.1(B) and Section 1.1(C), respectively, including the following information: whether each Business Employee is a partyon leave of absence, and the employing entity, work location, position, date of hire, base salary, and bonus opportunity in the current fiscal year. Seller Parent has made available to Purchaser true and complete copies of each standard form employment contract applicable to Business Employees (non-U.S.) employed by Asset Sellers in a jurisdiction where the ARD applies and details of any material deviations from these standard forms. There is no employeeperson engaged to provide personal services to the Business who is not a Business Employee. (i) (i) No Conveyed Subsidiary (or any Subsidiary thereof), officer nor any Seller in connection with the Business is party to any Collective Bargaining Agreement; (ii) no labor union, labor organization, or director works council has made a demand for recognition or certification, and there are no representation or certification proceedings or union elections presently pending or threatened in writing against any Conveyed Subsidiary (or any Subsidiary thereof) or involving any of the Company employees of the Business; (iii) during the three (3) years prior to the date hereof, there have been no, and there are no pending strikes, picketing, lockouts, work stoppages or its Subsidiaries will become entitled slowdowns against any Conveyed Subsidiary (or any Subsidiary thereof) or involving any of the employees of the Business; (iv) there is no material unfair labor practice charge, labor arbitration or labor grievance proceeding threatened in writing against any Conveyed Subsidiary (or any Subsidiary thereof) or the Business; and (v) there is no union, works council or other employee representative group, which must be notified, consulted or with which negotiations need to severance, termination allowance or similar payments, solely by reason of entering into or be conducted in connection with the transactions contemplated by this Agreement. (iij) Except as would not be reasonably expected to have a Material Adverse Effect, Seller Parent and its Affiliates in connection with the Business and the Conveyed Subsidiaries have complied with all applicable Laws relating to labor and employment matters, including fair employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, consultation, immigration, labor relations, wages, hours benefits, workers’ compensation, payment of social security and similar Taxes, occupational health and safety, employee termination, and plant closing. (k) Except as would not be reasonably expected to have a Material Adverse Effect, there is no suit, action or proceeding pending or, to the Knowledge of Seller Parent, threatened against Seller with respect to the Business relating to the alleged violation of any Law pertaining to labor relations or employment matters. Except as would not be reasonably expected to have a Material Adverse Effect, none of Seller Parent, an Asset Seller or a Conveyed Subsidiary (or any of its Subsidiaries) has in connection with the Business implemented any plant closing or layoff of employees that could implicate WARN or any similar Law. (l) Except as set forth in the Company SEC Reports or on Section 3.1(r4.17(l) of the Company Seller Disclosure Schedule: Letter, no Conveyed Subsidiary (A) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization andSubsidiaries) or Asset Seller has, in the six (6) years prior to the knowledge date hereof, been a party to a transaction whereby employee Liabilities in relation to early retirement benefits, including those due to or in relation to redundancy, in each case arising under or in connection with a UK defined benefit pension plan transferred to it pursuant to the ARD. (m) The representations and warranties set forth in this Section 4.17 are the sole and exclusive representations and warranties of the Company, no union claims to represent these employees have been made. To the knowledge of the Company there have been no union organizing activities Seller Parent with respect to employees of the Company or any of its Subsidiaries within the past five years. To the knowledge of the CompanyPlans, neither the Company nor any of its Subsidiaries isForeign Plans, Collective Bargaining Agreements and neither the Company nor any of its Subsidiaries has been, engaged in any unfair labor practices as defined in the National Labor Relations Act or similar applicable law, ordinance or regulation, nor is there pending any unfair labor practice charge, and (B) during the past two years, neither the Company nor any of its Subsidiaries has effectuated a “plant closing” or “mass layoff” (as defined in the Worker Adjustment and Remaining Notification Act) affecting any of their sites of employment or one or more facilities or operating units within any site of employment or facility, nor is any such action scheduled within the 90 day period prior to the Effective Time. The Company and its Subsidiaries have during the past three years complied in all material respects with all laws relating to the employment of laborother employee matters. (iii) Section 3.1(r) of the Company Disclosure Schedule contains a correct and complete list as of the date of this Agreement of each employee of the Company, including each such employee’s annual base salary.

Employee Benefits; Employees. (ia) All A true and correct list of each material “employee benefit plans,” within Seller Benefit Plan as of the meaning of date hereof is set forth on Section 3(33.16(a) of the Employee Retirement Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISASeller Disclosure Schedules, and all material employment, consulting, termination, severance, retention, change-in-control, deferred or incentive compensation, stock option or other equity-based and other benefit arrangements covering current or former employees of each such Seller Benefit Plan for which the Company or any Company Subsidiary has any Liability is separately identified. None of its Subsidiaries, other than agreements which have been satisfied in full the Seller Benefit Plans as of the date hereof (x) is sponsored by the “Company Plans”or any Company Subsidiary or (y) are except as set forth on Section 3.16(a) of the Seller Disclosure Schedules, is maintained primarily for the benefit of Employees residing outside of the United States (a “Non-U.S. Benefit Plan”). (b) Each Seller Benefit Plan has been established, maintained, funded, operated and administered in respect of the Employees, the Company and the Company Subsidiaries in compliance with its terms and with applicable Law, including ERISA and the Code, except for such noncompliance as, individually or in the Company Disclosure Schedule. True aggregate, has not had and complete copies of (A) the legal documents for would not reasonably be expected to result in any material Liability to the Company Plans or any Company Subsidiary. Each Seller Benefit Plan that is subject to Section 409A of the Code is in substantial documentary and (Boperational compliance with Section 409A of the Code. Neither Seller nor the Company nor any Company Subsidiary has engaged in a transaction with respect to any Seller Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, would reasonably be expected to subject the Company or any Company Subsidiary to a material Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) to the extent applicable, the most recently filed Form 5500 for each Company Plan, have been made available to Parentof ERISA. Any Company Each Seller Benefit Plan that is intended to be qualified under Section 401(a) of the Code Code, and the trust (if any) forming a part thereof, is so qualified and has received a current favorable determination letter from the IRS and, to the knowledge Knowledge of the CompanySeller, continues no event has occurred and no condition exists that would reasonably be expected to satisfy the requirements for adversely affect such qualification. None favorable determination. (c) No Liability (i) under Section 412 of the Company Plans are subject to the provisions Code, Section 302 of ERISA or Title IV of ERISA or (a ii) in respect of any “Title IV Plan”), none of the Company Plans is a multiemployer plan plan” (within the meaning of Section section 3(37) of ERISA and neither ERISA), has been or is reasonably expected to be directly or indirectly incurred (including pursuant to the Company nor any Subsidiary has incurred any material liability that remains outstanding in respect to any such Title IV Plan or multiemployer plan, nor could operation of Section 414 of the Code) by the Company or any Subsidiary Company Subsidiary, with respect to any Seller Benefit Plan or otherwise. (d) All contributions, premiums, reimbursements or payments in respect of the Employees required to be made under applicable Law or under the terms of any Seller Benefit Plan or related agreement have been timely made in all material respects. Other than routine claims for benefits, there is no material Proceeding in respect of the Employees pending or, to the Knowledge of the Seller, threatened in writing with respect to any liability pursuant to Title IV of ERISA. Seller Benefit Plan. (e) Neither the Company nor the Company Subsidiaries have any Subsidiary has incurred obligations for post-employment or retiree welfare benefits other than (i) coverage mandated by applicable Law or (ii) death benefits or retirement benefits under any material liability or penalty under “employee pension benefit plan” (as such term is defined in Section 4975 of the Code or Section 502(i3(2) of ERISA or engaged in any transaction that is reasonably likely to result in any such material liability or penalty. ERISA). (f) Each Company Non-U.S. Benefit Plan has been maintained and administered in material compliance with its terms and with the requirements of any and all applicable law (including without limitation ERISA laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except for such noncompliance as, individually or in the Code) aggregate, has not had and would not reasonably be expected to result in any material Liability to the extent applicable theretoCompany or any Company Subsidiary. Except as described All contributions required to be made with respect to a Non-U.S. Benefit Plan have been timely made in the Company SEC Reports and except for matters which would not have a Material Adverse Effect, neither all materials respects. Neither the Company nor any of its the Company Subsidiaries maintains or contributes to any plan or arrangement which provides or has incurred any liability to provide life insurance in connection with the termination of, or medical withdrawal from, any Non-U.S. Benefit Plan that has not been satisfied in full. The present value of the accrued benefit liabilities (whether or other employee welfare benefits to any employee or former employee upon his or her retirement or termination not vested) under each Non-U.S. Benefit Plan, determined as of employment (other than (x) coverage mandated by applicable law or (y) benefits the full cost end of which is borne by the Seller’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Non-U.S. Benefit Plan allocable to such benefit liabilities, except as has not had and would not reasonably be expected to result in any material Liability to the Company or former employeeany Company Subsidiary. (g) With respect to the Employees: (i) The Company and the Company Subsidiaries did not employ any Employees prior to January 1, 2019. (ii) Seller has caused the Company to provide, or make available to, Purchasers a true and complete list of all Employees as of November 1, 2019, specifying for each such Employee the following information: (i) position; (ii) employment status (full-time or part-time, as applicable); (iii) work location (i.e., city and state, and country); (iv) hire date; (v) classification as exempt or non-exempt under the Fair Labor Standards Act and related state Laws; (vi) annual base compensation; (vii) target incentive compensation for 2019 (commission or bonus, as applicable); and (viii) leave status. Except as set forth in Section 3.16(g)(ii) of the Company Disclosure Schedule, the employment of each Employee is terminable “at will” without any contractual severance being owed to such individual other than wages owed in the ordinary course of business for work performed prior to the date of such termination. (iii) The Company does not currently engage, and has not engaged since January 1, 2019, any independent contractors. (iv) To the Knowledge of the Seller, there will be no paymentis not currently, accrual nor has there been since January 1, 2019, any pending or threatened (A) strike, slowdown, stoppage, picketing, interruption of additional benefitswork, acceleration of payments or vesting of any benefit under any Company Plan lockout or any other agreement dispute or arrangement controversy with or involving a labor organization or works council or with respect to which unionization or collective bargaining; (B) labor-related organizational effort, election activities or request or demand for negotiations, recognition or representation; or (C) grievance, arbitration, administrative hearing, claim of unfair labor practice, or other union-, works-council-, or labor-related Proceeding that, individually or in the aggregate, has had, or would be reasonably expected to result in, any material Liability to the Company or any of its Subsidiaries is a party, and no employee, officer or director of the Company or its Subsidiaries will become entitled to severance, termination allowance or similar payments, solely by reason of entering into or in connection with the transactions contemplated by this AgreementSubsidiary. (iiv) Except as set forth in (A) The Company and the Company SEC Reports Subsidiaries are not, and since January 1, 2019 have not been, a party to or Section 3.1(r) of the Company Disclosure Schedule: bound by any collective bargaining agreement, works council agreement, other agreement or understanding, work rules or practice or arbitration award with any labor union or any other similar organization and (AB) none of the employees Employees is subject to or covered by any such collective bargaining agreement, other agreement or understanding, work rules or practice or arbitration award, or is represented by any labor organization. To the Knowledge of the Seller, no Employees transferred to the Company on January 1, 2019 were represented by a labor union, works council, or other labor-related organization and no Employees’ employment prior to the transfer was governed by a collective bargaining agreement, works council agreement, other agreement or understanding, work rules or practice or arbitration award with any labor union or any other similar organization. (vi) As of the date hereof, there is no pending or, to the Knowledge of the Seller, threatened claim, workers’ compensation claim, claim or investigation of wrongful discharge, claim or investigation of employment discrimination or retaliation, claim or investigation of the Company or any of its Subsidiaries is represented by any labor organization andCompany Subsidiary’s employment practices, to the knowledge of the Companyincluding under applicable wage and hour Laws, no union claims to represent these employees have been made. To the knowledge of the Company there have been no union organizing activities with respect to employees claim or investigation of the Company or any Company Subsidiary’s immigration practices, claim or investigation of its Subsidiaries within the past five years. To the knowledge sexual harassment or other employment dispute of the Companysimilar nature, neither against the Company nor or any of its Subsidiaries isCompany Subsidiary that, and neither individually or in the aggregate, has had, or would be reasonably expected to result in, any material Liability to the Company nor or any Company Subsidiary. (vii) Since January 1, 2019, for Employees located in and outside the United States, the Company and each Company Subsidiary (A) is and has been in compliance with all applicable Laws and orders which relate to employment, equal employment opportunity (including Laws prohibiting employment discrimination, harassment or retaliation), wages, hours, leaves, workers’ compensation, worker classification, disability, occupational health and safety, immigration, collective bargaining, secondment, contractors and temporary employees, other employment terms and conditions and plant closings and layoffs (including the Worker Adjustment and Retraining Notification Act of its Subsidiaries 1988 and comparable state, local or other Laws), except for such noncompliance as, individually or in the aggregate, has been, engaged not had and would not reasonably be expected to result in any unfair labor practices as defined in material Liability to the National Labor Relations Act Company or similar applicable law, ordinance or regulation, nor is there pending any unfair labor practice charge, Company Subsidiary and (B) during is not and has not been (individually or collectively in any respect) liable for any arrears of wages, other compensation or benefits or any Taxes or penalties for failure to comply with any of the past two yearsforegoing, neither except for such liability as, individually or in the aggregate, has not had and would not reasonably be expected to result in any material Liability to the Company nor or any Company Subsidiary. (viii) Seller has caused the Company to provide or make available prior to Closing to Purchasers true, correct and complete summaries of its Subsidiaries has effectuated a “plant closing” or “mass layoff” (as defined in the Worker Adjustment all layoffs and Remaining Notification Act) affecting any of their sites other involuntary losses of employment experienced by the Company or any Company Subsidiary or one or more facilities or operating units within any site of employment or facility, nor is facility located in the United States of the Company or any such action scheduled within Company Subsidiary during the 90 day ninety (90)-day period prior to Closing. (ix) To the Effective Time. Knowledge of the Seller, there is not, nor has there been since January 1, 2019, (i) any claim or investigation of sexual harassment or sexual misconduct made against any director, officer or other managerial Employee of the Company or any Company Subsidiary, and (ii) none of Company or any Company Subsidiary has entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by any Employee, officer, director or other individual service provider of the Company or any Company Subsidiary. (x) There is no pending or, to the Knowledge of Seller, threatened in writing Proceeding or other claim or investigation against the Company or any Company Subsidiary for actual or possible violation of any Law related to the employment of the Employees, nor, to the Knowledge of the Seller, is there any reasonable basis for any such Action or other claim or investigation, in each case that are reasonably expected to result in damages in excess of $250,000. (xi) The Company and its Subsidiaries have during consummation of the past three years complied transactions contemplated by this Agreement will not (either alone or together with any other event) (A) entitle any Employee to severance or any increase in severance, change of control or other similar pay or benefits under, or increase the amount 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, or increase the amount payable pursuant to, any Seller Benefit Plan, (B) result in any forgiveness of indebtedness to any Employee or (C) impose any material restrictions on the right to administer, amend or terminate any Seller Benefit Plan or any Fortitude Benefit Plan. (xii) Except as set forth on Section 3.16(g)(xii) of the Seller Disclosure Schedule, (A) the Employees are in all material respects with all laws relating of the employees of Seller and its Affiliates which primarily provide services in support of the Business, (B) each Employee provides services primarily to the employment of labor. Company and the Company Subsidiaries and (iiiC) Section 3.1(r) the Employees constitute in all material respects all employees reasonably necessary for the continued operation of the Company Disclosure Schedule contains a correct and complete list Business immediately after the Closing in substantially the same manner as it is conducted as of immediately prior to the date of this Agreement of each employee of the Company, including each such employee’s annual base salaryClosing.

Employee Benefits; Employees. (i) All material “employee benefit plans,” within the meaning of a. Set forth in Section 3(34.17(a) of the Employee Retirement Security Act Seller Disclosure Letter is a true and complete list of 1974, each material Plan in effect as amended (“ERISA”), whether or not subject to ERISA, and all material employment, consulting, termination, severance, retention, change-in-control, deferred or incentive compensation, stock option or other equity-based and other benefit arrangements covering current or former employees of the date of this Agreement and separately identifies each material Company or any of its SubsidiariesPlan. b. With respect to each Company Plan, other than agreements which have been satisfied in full (the “Company Plans”) are set forth in the Company Disclosure Schedule. True Seller Parent has made available to Purchaser true and complete copies of each Company Plan and any amendments thereto (A) the legal documents for or a written summary of all material terms if the Company Plans Plan has not been reduced to writing). With respect to each Company Plan, Seller Parent has made available to Purchaser true and (B) complete copies, to the extent applicable, of (i) the most recently filed Form 5500 for recent summary plan descriptions with respect to each Company Plan, have been made available (ii) any related trust or other funding vehicle, (iii) the most recent annual report on IRS Form 5500, to Parent. Any the extent applicable and (iv) the most recent determination or opinion letter received from the IRS with respect to each Company Plan intended to qualify under Section 401 of the Code. c. Each Plan intended to be qualified under within the meaning of Section 401(a) of the Code has received is covered by a determination or opinion letter andfrom IRS upon which it can rely that it is so qualified or, to the knowledge of the Companyif no such determination has been made, continues to satisfy the requirements either an application for such qualificationdetermination is pending with the IRS or the time within which such determination may be sought from the IRS has not yet expired. None Except as would not be reasonably expected to have a Material Adverse Effect, each Foreign Plan that is intended to qualify for Tax-preferential treatment under applicable Law so qualifies and has received, where required, approval from the applicable Governmental Authority that it is so qualified and no event has occurred or circumstance exists that may give rise to disqualification or loss of the Company Plans are Tax-preferential treatment. d. No Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, nor is any Plan subject to the provisions of Section 302 or Title IV of ERISA (or Section 412 of the Code. Except as would not be reasonably expected to have a “Title IV Plan”)Material Adverse Effect, none of the Company Plans is a multiemployer plan within the meaning of Section 3(37) of ERISA and neither the Company nor Conveyed Subsidiaries (or any Subsidiary thereof) has any Liability (i) for any Tax imposed under Section 4980B of the Code, or (ii) for any Tax imposed under 4980H or 9815 of the Code. No Conveyed Subsidiary or Asset Seller is or has at any time in the last six (6) years been connected with or an associate of (as those terms are used in the UK Pensions Act 2004) the employer in a UK defined benefit pension plan. None of Sellers, any of the Conveyed Subsidiaries (or any Subsidiary thereof), or any of their respective ERISA Affiliates has incurred any material liability that remains outstanding in respect to or on account of, any such Title IV Plan or multiemployer plan, nor could the Company or any Subsidiary have any liability pursuant to Title IV of ERISA. Neither , during the Company nor any Subsidiary six (6) years preceding the date of this Agreement, which has incurred any material liability or penalty under Section 4975 not been fully paid. e. To the Knowledge of the Code or Section 502(i) of ERISA or engaged in any transaction that is reasonably likely to result in any such material liability or penalty. Each Company Seller Parent, each Plan has been maintained maintained, operated and administered in material compliance in all respects with its terms and with all applicable law (including without limitation ERISA Law. All contributions required to be made to any Company Plan by applicable Law and the Codeterms of such Company Plan, and all premiums due or payable with respect to insurance policies funding any Company 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 in the accounting records of the Conveyed Subsidiaries (or any Subsidiary thereof) to the extent applicable thereto. Except as described required. f. Other than routine claims for benefits submitted by participants or beneficiaries, no claim against, or proceeding involving, any Company Plan or any fiduciary thereof is pending or, to the Knowledge of Seller Parent, is threatened, which could reasonably be expected to result in any material Liability, direct or indirect (by indemnification or otherwise) of any Conveyed Subsidiaries (or any Subsidiary thereof). g. Neither the Company SEC Reports and except for matters which would not have a Material Adverse Effectexecution of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or in conjunction with any other event) will (i) cause accelerated vesting, neither payment or delivery of, or increase the Company nor amount or value of, any of its Subsidiaries maintains payment or contributes benefit to any plan Business Employee, (ii) constitute a “deemed severance” 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 or her retirement or termination of employment (other than (x) coverage mandated by applicable law or (y) benefits the full cost of which is borne by the current or former employee). Except as set forth in the Company Disclosure Schedule, there will be no payment, accrual of additional benefits, acceleration of payments or vesting of any benefit “deemed termination” under any Company Plan or (iii) result in any other agreement or arrangement to which “parachute payment” under Section 280G of the Company Code (or any corresponding provision of its Subsidiaries state, local, or foreign Tax Law). No Conveyed Subsidiary (or any Subsidiary thereof) will be required to “gross up” or otherwise compensate any individual because of the imposition of any Tax on any payment to the individual. h. Seller Parent shall have provided to Purchaser a true and complete list of the Business Employees (non-U.S.) and Business Employees (U.S.) as provided by Section 1.1(B) and Section 1.1(C), respectively, including the following information: whether each Business Employee is a partyon leave of absence, and the employing entity, work location, position, date of hire, base salary, and bonus opportunity in the current fiscal year. Seller Parent has made available to Purchaser true and complete copies of each standard form employment contract applicable to Business Employees (non-U.S.) employed by Asset Sellers in a jurisdiction where the ARD applies and details of any material deviations from these standard forms. There is no employeeperson engaged to provide personal services to the Business who is not a Business Employee. (i) No Conveyed Subsidiary (or any Subsidiary thereof), officer nor any Seller in connection with the Business is party to any Collective Bargaining Agreement; (ii) no labor union, labor organization, or director works council has made a demand for recognition or certification, and there are no representation or certification proceedings or union elections presently pending or threatened in writing against any Conveyed Subsidiary (or any Subsidiary thereof) or involving any of the Company employees of the Business; (iii) during the three (3) years prior to the date hereof, there have been no, and there are no pending strikes, picketing, lockouts, work stoppages or its Subsidiaries will become entitled slowdowns against any Conveyed Subsidiary (or any Subsidiary thereof) or involving any of the employees of the Business; (iv) there is no material unfair labor practice charge, labor arbitration or labor grievance proceeding threatened in writing against any Conveyed Subsidiary (or any Subsidiary thereof) or the Business; and (v) there is no union, works council or other employee representative group, which must be notified, consulted or with which negotiations need to severance, termination allowance or similar payments, solely by reason of entering into or be conducted in connection with the transactions contemplated by this Agreement. j. Except as would not be reasonably expected to have a Material Adverse Effect, Seller Parent and its Affiliates in connection with the Business and the Conveyed Subsidiaries have complied with all applicable Laws relating to labor and employment matters, including fair employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, consultation, immigration, labor relations, wages, hours benefits, workers’ compensation, payment of social security and similar Taxes, occupational health and safety, employee termination, and plant closing. k. Except as would not be reasonably expected to have a Material Adverse Effect, there is no suit, action or proceeding pending or, to the Knowledge of Seller Parent, threatened against Seller with respect to the Business relating to the alleged violation of any Law pertaining to labor relations or employment matters. Except as would not be reasonably expected to have a Material Adverse Effect, none of Seller Parent, an Asset Seller or a Conveyed Subsidiary (iior any of its Subsidiaries) has in connection with the Business implemented any plant closing or layoff of employees that could implicate WARN or any similar Law. l. Except as set forth in the Company SEC Reports or on Section 3.1(r4.17(l) of the Company Seller Disclosure Schedule: Letter, no Conveyed Subsidiary (A) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization andSubsidiaries) or Asset Seller has, in the six (6) years prior to the knowledge date hereof, been a party to a transaction whereby employee Liabilities in relation to early retirement benefits, including those due to or in relation to redundancy, in each case arising under or in connection with a UK defined benefit pension plan transferred to it pursuant to the ARD. m. The representations and warranties set forth in this Section 4.17 are the sole and exclusive representations and warranties of the Company, no union claims to represent these employees have been made. To the knowledge of the Company there have been no union organizing activities Seller Parent with respect to employees of the Company or any of its Subsidiaries within the past five years. To the knowledge of the CompanyPlans, neither the Company nor any of its Subsidiaries isForeign Plans, Collective Bargaining Agreements and neither the Company nor any of its Subsidiaries has been, engaged in any unfair labor practices as defined in the National Labor Relations Act or similar applicable law, ordinance or regulation, nor is there pending any unfair labor practice charge, and (B) during the past two years, neither the Company nor any of its Subsidiaries has effectuated a “plant closing” or “mass layoff” (as defined in the Worker Adjustment and Remaining Notification Act) affecting any of their sites of employment or one or more facilities or operating units within any site of employment or facility, nor is any such action scheduled within the 90 day period prior to the Effective Time. The Company and its Subsidiaries have during the past three years complied in all material respects with all laws relating to the employment of laborother employee matters. (iii) Section 3.1(r) of the Company Disclosure Schedule contains a correct and complete list as of the date of this Agreement of each employee of the Company, including each such employee’s annual base salary.