Common use of Employee Benefits Plans Clause in Contracts

Employee Benefits Plans. (a) Section 4.17(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such document.

Employee Benefits Plans. (a) Section 4.17(a4.18(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), each employment, individual consulting, restrictive covenantcovenants, change of control, retention retention, severance or severance similar contract, plan, program, agreement, arrangement or policy and each other Contractcontract, plan, plan agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, retention, change of control, indemnification, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment employment, retirement benefits (including early retirement or retirement compensation or benefitscompensation, pension, health, medical or life insurance benefits), supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe fringe, welfare or welfare other employee benefit contract, plan, agreement, arrangement or policy which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, consultant, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liabilityliability. With respect to each Company Employee Plan, the Company has Made Available to Parent complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contractscontracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; Plan and (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such document.

Employee Benefits Plans. (a) Section 4.17(aSchedule 5.14(a) of the Company Disclosure Schedules contains a correct true and complete list identifying each material Company Employee Plan. “Company Employee Plan” means of each “employee benefit plan,” as defined in (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), including multiemployer plans within the meaning of ERISA (Section 3(37), and all stock purchase, stock option, severance, employment, change of control, bonus, incentive or deferred compensation benefit plans, agreements, programs or policies, whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit under which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director employee of the Company or any of the Subsidiaries has any right to benefits sponsored or maintained by the Company Subsidiaries (collectively, “Company Employees”), or with respect to under which the Company or any of the Company Subsidiaries has had or could reasonably be expected has any liability. All such plans, agreements, programs, policies and arrangements are collectively referred to have any Liability. herein as “Company Benefit Plans.” (b) With respect to each Company Employee Benefit Plan, the Company has Made Available made available to Purchaser (i) a current and complete and accurate copiescopy of the plan document and, to the extent applicable, of: any related trust fund or other funding instrument, (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (Bii) the most recent determination letter, if anyapplicable, from (iii) any summary plan descriptions or other written descriptions delivered by the IRS Company to the participants concerning such Company Benefit Plan, and (iv) for any the most recent plan year, copies of all Forms 5500 and accompanying schedules, statements and actuarial valuation reports relating to such Company Employee Benefit Plans, if applicable. (c) Each Company Benefit Plan that has been established and administered in accordance with its terms in all material respects, and in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations in all material respects. Each Company Benefit Plan which is intended to qualify under be qualified within the meaning of Section 401(a) of the Code; (C) Code is so qualified, and to the plan documents and summary plan descriptions, or a written description Knowledge of the terms Company, no event or circumstance has occurred that could reasonably be expected to cause the loss of such qualification. (d) All contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any of the Company Benefit Plans or with by Law (without regard to any waivers granted under Section 412 of the Code), to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extension), and all contributions for any period ending on or before the Closing Date which are not yet due will have been paid or accrued on the balance sheet on or prior to the Closing Date. (e) With respect to offer letters any Company Benefit Plan: (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of the Company, threatened, (ii) to the Knowledge of the Company, no facts or circumstances exist that are terminable at will could give rise to any actions, suits or do not provide for severance paymentsclaims and (iii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreementsPension Benefit Guaranty Corporation, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues other governmental agencies are pending, in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”)progress or, to the extent applicableKnowledge of the Company, threatened. (xf) This Section 5.14 represents the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan sole and (y) any document comparable to exclusive representation and warranty of the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentCompany regarding employee benefit matters.

Employee Benefits Plans. (ai) Section 4.17(aSchedule 4(pp) of the Company Disclosure Schedules contains a correct and complete list identifying sets forth each material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” plan (as defined in Section 3(3) of ERISA (whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savingsall bonus, stock option, stock purchase or other purchase, employee stock ownership, restricted stock-related rights or other forms of incentive or , incentive, compensation, deferred compensation, vacation benefits, health retiree medical or medical benefits, employee assistance program, disability or sick leave benefitslife insurance, supplemental retirement, retention, vacation pay, cafeteria, unemployment benefitscompensation, post-employment severance and other benefit plans, programs or retirement compensation arrangements, and all employment, termination, change in control, “golden parachute,” restrictive covenant, severance and other contracts or benefitsagreements, pensionthat are maintained, life insurance benefitscontributed to or sponsored by Borrower or ALSC or with respect to which Borrower or ALSC has an obligation to contribute or otherwise has any liability or reasonable expectation of liability (collectively, supplemental retirement benefits the “Plans”). (including termination indemnities ii) With respect to each Plan, Borrower has made available to Lender a true and seniority payments)complete copy of each of the following documents, or any other similar fringe or welfare benefit if applicable: (A) all of the documents pursuant to which such Plan is maintained, administered and funded, including (without limitation) the plan documents and amendments thereto, all trust agreements and other funding arrangements, custodial agreements, insurance contracts, administration and service contracts, investment management agreements, investment advisor agreements, subscription and participation agreements, recordkeeping agreements, summary plan descriptions and summaries of material modifications, (B) the three most recently filed Internal Revenue Service (“IRS”) Forms 5500 with all applicable attachments and schedules thereto, (C) the most recently received IRS determination letter or contributed favorable opinion letter and all other material correspondence with Governmental Entities, (D) results of all nondiscrimination, top-heavy, and other compliance testing for the three most recently ended plan years, (E) the three most recent actuarial reports, (F) a current schedule of the Plan’s assets (and the fair market value thereof assuming liquidation of any asset that is not readily tradeable) held with respect to by any Plan that is funded, (G) all employee elections under Section 83(b) of the Company Code, (H) all participant election forms under each Plan that is a nonqualified deferred compensation plan, and (I) the three most recently prepared financial statements and the accountant’s opinions of such financial statements in connection with each such Plan. Except as set forth in Schedule 4(pp)(ii), there are no perquisites provide (or committed to be provided) to executive level employees. (iii) None of Borrower, ALSC or any ERISA Affiliate (including any entity that during the past six years was a subsidiary of Borrower or ALSC) has now or at any time in the prior six years, contributed to, had an obligation to contribute to, sponsored or maintained a Multiemployer Plan within the meaning of Section 3(37) of ERISA or a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA), or a multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA). None of the Company Plans provides for the benefit of or relating promises retiree medical, retiree disability, retiree life insurance or other retiree welfare benefits to any current or former employee, independent contractor, officer or director of the Company Borrower or any ALSC (other than as required by Section 4980B of the Company Subsidiaries Code or applicable state continuation coverage Law). (collectivelyiv) To the Knowledge of the Borrower and ALSC, “Company Employees”)each Plan has been operated in accordance with its terms and in material compliance with the requirements of all applicable Laws including ERISA and the Code. No action or audit is pending or, to the Knowledge of Borrower or ALSC, threatened with respect to which any Plan (other than claims for benefits in the Company or any ordinary course). (v) To the Knowledge of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to Borrower and ALSC, each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended an Employee Pension Benefit Plan is the subject of a favorable determination letter or favorable opinion letter issued by the IRS with respect to qualify the qualified status of such Plan under Section 401(a) of the Code and the tax-exempt status of any trust that forms a part of such Plan under Section 501(a) of the Code; all amendments to any such Plan for which the remedial amendment period (Cwithin the meaning of Section 401(b) the plan documents and summary plan descriptions, or a written description of the terms Code and applicable regulations) has expired are covered by a favorable IRS determination letter; and, to Borrower and ALSC’s Knowledge, no event has occurred that will or could give rise to disqualification of any such Plan under such sections or to a tax under Section 511 of the Code. (vi) All contributions, premiums or payments required to be made with respect to offer letters that are terminable at will any Plan have been made or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the formproperly accrued on or before their due dates. (vii) of any Company Employee Each Plan that is not a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A of the Code) that is subject to the requirements of Section 409A of the Code and all applicable IRS guidance promulgated thereunder (collectively, “Section 409A”), (A) was operated in writing; good faith compliance with Section 409A between January 1, 2005 and December 31, 2008 and (DB) has complied in form and operation with the requirements of Section 409A since January 1, 2009. With respect to any related trust agreementsPerson receiving benefits under or pursuant to a Plan that is a nonqualified deferred compensation plan, insurance Contracts, insurance policies or other documents Schedule 4(pp)(vii) sets forth the payment schedule and respective payment amounts. (viii) None of the assets of any funding arrangements; Plan are invested in employer real property or are invested in employer securities. (Eix) any notices to To Borrower and ALSC’s Knowledge, none of Borrower or from the IRS ALSC, or any office or representative of their ERISA Affiliates is a nonqualified entity within the meaning of Section 457A of the U.S. Department Code. (x) To the Knowledge of Labor the Borrower and ALSC, each Plan that constitutes a “group health plan” (as defined in Section 607(i) of ERISA or any similar Governmental Authority relating Section 4980B(g)(2) of the Code) has been operated in compliance with applicable Law, including the continuation coverage requirements of Section 4980B of the Code and Section 601 of ERISA, the portability and nondiscrimination requirements of Sections 9801 and 9802 of the Code, and the requirements of Parts 6 and 7 of Subtitle B of Title I of ERISA, to any material compliance issues the extent such requirements are applicable. (xi) To the Knowledge of the Borrower and ALSC, there have been no “prohibited transactions” (as described in respect Section 406 of any such Company Employee Plan; (FERISA or Section 4975 of the Code) with respect to each Company Employee Plan that is maintained outside any Plan. (xii) There have been no acts or omissions by Borrower or ALSC, or any of their ERISA Affiliates which have given rise to or may give rise to interest, fines, penalties, taxes or related charges under any applicable Law, including ERISA and the United States Code. (xiii) Neither the “International Employee Plans”), execution of this Agreement nor the consummation of the Contemplated Transactions will (A) entitle any employee of Borrower or ALSC to severance pay or any increase in severance pay upon termination of employment after the extent applicable, (x) the most recent annual report date hereof; or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by accelerate the time of vesting or the time of payment, or result in any payment or funding (through a Governmental Authority relating grantor trust or otherwise), or increase the amount, of compensation or benefits due to the satisfaction any current or former director, officer or employee of Borrower or ALSC, or any of their ERISA Affiliates. Schedule 4(p)(xiii) sets forth a good faith estimate of all requirements under Applicable Law necessary parachute payments (including excess parachute payments) anticipated by Borrower or ALSC to obtain be paid in connection with Contemplated Transactions prepared in accordance with the most favorable Tax treatment principles and methodologies set forth in Treasury Regulation Section 1.280G-1 and other applicable guidance. (Gxiv) all amendmentsExcept as otherwise required by law, modifications Borrower or supplements ALSC retains the right to amend or terminate any such documentPlan.

Employee Benefits Plans. (a) Section 4.17(a5.13(a) of the Company Disclosure Schedules contains a correct and complete list identifying Schedule lists each material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to “ERISA”), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy ) and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savingsmaterial bonus, stock option, stock purchase or other stock-related rights or other forms of incentive or purchase, incentive, deferred compensation, vacation benefitsfringe benefit, health employment agreement or medical benefits, employee assistance program, disability benefit plan or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit program which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company its Subsidiaries (collectivelysponsors or maintains, “Company Employees”), or with respect to which the Company or any of its Subsidiaries is required to contribute or has contributed, or under which the Company or any of its Subsidiaries has or could reasonably be expected to may have any Liabilityliability (each, a “Company Benefit Plan”). With The Company has made available to Parent true, correct and complete copies (other than with respect to a multiemployer plan) of (i) each Company Employee PlanBenefit Plan (or, in the case of any such Company has Made Available complete and accurate copiesBenefit Plan that is unwritten, to the extent applicabledescriptions thereof), of: (Aii) the most recent annual report reports on Form 5500 required to have been be filed with the IRS for with respect to each Company Employee PlanBenefit Plan (if any such report was required), including all schedules thereto; (Biii) the most recent determination lettersummary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract and any other funding instrument relating to any Company Benefit Plan. The Company Benefit Plans are all in compliance with their terms and the applicable provisions of ERISA, if anythe Code and all other applicable Laws, from the IRS except for any noncompliance that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect. (b) To the Knowledge of the Company, (i) all Company Employee Plan Benefit Plans that is are “employee pension plans” (as defined in Section 3(3) of ERISA) and that are intended to qualify be tax qualified under Section 401(a) of the Code; Code that are sponsored or maintained by the Company or any of its Subsidiaries (Ceach, a “Company Pension Plan”) are so qualified and (ii) no event has occurred since the plan documents and summary plan descriptions, or a written description date of the terms (most recent determination letter or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority application therefor relating to any material compliance issues in respect of any such Company Employee Pension Plan that would adversely affect the qualification of such Company Pension Plan; (F) . The Company has made available to Parent a true, correct and complete copy of the most recent determination letter or opinion/advisory letter, as applicable, received with respect to each Company Employee Pension Plan, as well as a true, correct and complete copy of each pending application for a determination letter, if any. (c) Except as would not individually or in the aggregate have, or reasonably be expected to have, a Material Adverse Effect, none of the Company Benefit Plans provides retiree medical or other retiree welfare benefits to any Person, other than health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA. (d) All material contributions, premiums and benefit payments under or in connection with the Company Benefit Plans that are required to have been made as of the date hereof in accordance with the terms of the Company Benefit Plans have been timely made. (e) No Company Benefit Plan is (i) an employee benefit plan subject to Title IV of ERISA or Section 412 of the Code or (ii) a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA). Neither the Company nor any of its Subsidiaries has incurred or is reasonably likely to incur any material liability under Title IV of ERISA that has not been satisfied in full. (f) Each Company Benefit Plan that constitutes a nonqualified deferred compensation plan within the meaning of Section 409A of the Code and that is subject to Section 409A of the Code has been operated and maintained outside in all material respects in operational and documentary compliance with Section 409A of the United States Code and applicable guidance thereunder during the respective time periods in which such operational or documentary compliance has been required. (g) Except for routine claims for benefits, there is no pending or threatened legal action, proceeding, or investigation, suit, grievance, arbitration or other manner of litigation involving any Company Benefit Plan. (h) Neither the Company nor any of its Subsidiaries has any liability for payments or benefits due as a result of any “International Employee Plans”)mass layoff” or “employment loss” (each as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended) which has not been satisfied in full; nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to the extent applicable, (x) the most recent annual report trigger any applicable provisions of any similar state or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentlocal Law.

Employee Benefits Plans. (a) Section 4.17(aSchedule 5.13(a) of the Company Disclosure Schedules contains a correct and complete list identifying lists each material Company Employee Benefit Plan. For purposes of this Agreement, “Company Employee Benefit Plan” means each “employee benefit plan,” (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy ) and each other Contractbonus, planstock option, agreementstock purchase, arrangement or policy (written or oral) providing for incentive, deferred compensation, bonusescommission, fringe benefit, employment, severance, retention, change in control, retirement or supplemental retirement, welfare, profit-sharing, savingsconsulting, stock option, stock purchase equity or equity-based compensation or other stock-related rights employee benefit plan, agreement, arrangement, policy or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability in each case, maintained or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to sponsored by the Company or any ERISA Affiliate of the Company its Subsidiaries for the benefit of or relating to any current or former employee, independent contractor, officer employees or director service providers (or dependents or beneficiaries thereof) of the Company or any of the Company its Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company its Subsidiaries has or could reasonably be expected to may have any Liabilityliability. With respect to each Company Employee Plan, the The Company has Made Available made available to Parent prior to the date hereof correct and complete and accurate copies, copies (or to the extent applicableno such copy exists, a description of: ) of (Ai) each Company Benefit Plan and all amendments thereto, (ii) the most recent annual report reports on Form 5500 required to have been be filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Benefit Plan that is maintained outside the United States (the “International Employee Plans”if any such report was required), to the extent applicable, (xiii) the most recent annual report summary plan description for each Company Benefit Plan for which such summary plan description is required, (iv) each trust agreement and insurance or similar compliance documents required group annuity contract relating to be filed any Company Benefit Plan and (v) all material filings and correspondence with any Governmental Authority Body relating to any Company Benefit Plan. The Company Benefit Plans are all in compliance with respect their terms and the applicable provisions of ERISA, the Code and all other applicable Laws, except for any noncompliance that has not had and would not reasonably be expected to such plan and (y) any document comparable have, individually or in the aggregate, a Material Adverse Effect and, as of the date hereof, there are no pending or, to the determination letter reference Knowledge of the Company, threatened, disputes, arbitrations, claims, suits or grievances involving a Company Benefit Plan (other than routine claims for benefits payable under clause (Bany such Company Benefit Plan) above issued by that would reasonably be expected to result in a Governmental Authority relating material liability to the satisfaction Company or any of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentits Subsidiaries.

Employee Benefits Plans. (a) Section 4.17(aSchedule 5.14(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means lists, by country, each “employee benefit plan,” (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to “ERISA”)), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savingsbonus, stock option, stock purchase or other stock-related rights or other forms of incentive or purchase, incentive, deferred compensation, vacation benefitsretirement, health severance and other employee benefit plans, programs and arrangements, and each employment and compensation agreement (other than employment agreements that do not provide for severance, change in control or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority similar payments), or any other similar fringe or welfare benefit which is maintained, administered contributed to, or required to be contributed to by the Company Company, any of its Subsidiaries or any ERISA Affiliate of the Company Affiliates for the benefit of or relating to any current or former employee, independent contractor, officer director or director consultant of the Company or any of the Company its Subsidiaries (collectively, each an “Company EmployeesEmployee”), or and with respect to which the Company or any of the Company its Subsidiaries has or could reasonably be expected to may have any Liabilityliability or obligation (each, a “Company Benefit Plan”). With respect The Company has made available to Purchaser correct and complete copies of (i) each Company Employee Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), and all material amendments thereto; (ii) each material consulting, relocation or repatriation agreement between the Company or any of its Subsidiaries and any Employee; (iii) the two most recent Form 5500 or similar tax returns (if any) for each Company Benefit Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: if any; (Aiv) the most recent annual report on Form 5500 required to have been filed with the IRS summary plan description for each Company Employee Plan, including all schedules theretoBenefit Plan for which such summary plan description is required; (Biv) each trust agreement and insurance or group annuity contract, if any, relating to any Company Benefit Plan; (v) the most recent IRS determination or similar letter, if any, from any Governmental Body relating to favorable tax treatment with respect to each Company Benefit Plan; (vi) all material correspondence to or from any governmental agency pertaining to a Company Benefit Plan, which was sent or received in the IRS last two years; (vii) all discrimination tests, if any, for each Company Benefit Plan for the most recent two plan years and (viii) the last two annual actuarial valuations, if any, prepared for each Company Benefit Plan. Each Company Benefit Plan has been administered in all material respects in accordance with its terms. The Company and the Subsidiaries, with respect to the Company Benefit Plans, are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. Neither the Company nor, to the Knowledge of the Company, any fiduciary of any Company Employee Benefit Plan has any material liability with respect to any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Plan and does not have any unpaid civil penalty under Section 502(l) of ERISA which would result in a material liability. (b) Neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to or, within the past six (6) years, has sponsored, maintained or contributed to (i) any plan subject to Title IV of ERISA or Section 412 of the Code, (ii) any “multiemployer plan,” as defined in Section 3(37) of ERISA, or (iii) any plan described in Section 413 of the Code. All liabilities with respect to Company Benefit Plans that provide health benefits that are not fully insured through an insurance contract are accrued in compliance with GAAP and all such Company Benefit Plans are covered by stop-loss insurance policies that have been previously provided or made available to Purchaser. Except as set forth in Schedule 5.14(b), no Company Benefit Plan provides post-termination or retiree welfare benefits, and neither the Company nor any of its Subsidiaries has any obligation to provide any post-termination or retiree welfare benefits other than health care continuation as required by Section 4980B of the Code. (c) To the Knowledge of the Company, (i) each of the Company Benefit Plans that is an “employee pension plan” (as defined in Section 3(2) of ERISA) that is intended to qualify be tax qualified under Section 401(a) of the Code; Code (Ceach, a “Company Pension Plan”) and that is maintained, contributed to or sponsored by the plan documents Company or any of the Subsidiaries is so qualified and summary plan descriptions(ii) no event has occurred since the date of the most recent determination letter or application therefor relating to any such Company Pension Plan that would adversely affect the qualification of such Company Pension Plan. Each Company Benefit Plan required to be registered or approved by a Governmental Body has been registered with, or a written description of approved by, and has been maintained, in all material respects, in good standing with the terms (or applicable Governmental Body and nothing has occurred with respect to offer letters the operation of such Company Benefit Plans which is reasonably likely to cause the loss of such good standing or the imposition of any material liabilities, penalty or tax under applicable Law. (d) All contributions, premiums and benefit payments under or in connection with the Company Benefit Plans that are terminable at will required to have been made as of the date hereof in accordance with the terms of the Company Benefit Plans have been timely made or do not provide for severance paymentshave been reflected on the most recent Balance Sheet. There are no pending actions, claims or lawsuits that have been asserted or instituted against the Company Benefit Plans, the form of such offer letter and any individual offer letter that materially deviates from the form) assets of any of the trusts under the Company Employee Benefit Plans or the sponsor or administrator of any of the Company Benefit Plans, or against any fiduciary of the Company Benefit Plans with respect to the operation of any of the Company Benefit Plans (other than routine benefit claims). (e) With respect to each Company Benefit Plan that is not subject to United States Law (a “Foreign Benefit Plan”), except as set forth in writingSchedule 5.14(e) or as would not have or be reasonably expected to have a Material Adverse Effect: (i) all employer and employee contributions to each Foreign Benefit Plan required by Law or by the terms of such Foreign Benefit Plan have been made or, if applicable, accrued in accordance with normal accounting practices; (Dii) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative fair market value of the U.S. Department assets of Labor each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any similar Governmental Authority relating Foreign Benefit Plan, together with any accrued contributions, is sufficient to any material compliance issues in respect of any such Company Employee Plan; (F) procure or provide for the accrued benefit obligations with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”)all current and former participants in such plan, according to the extent applicableactuarial assumptions and valuations most recently used and consistent with applicable Law and normal accounting practices to determine employer contributions to such Foreign Benefit Plan, and no transaction contemplated by this Agreement shall cause such assets, reserve or insurance obligations to be less than such benefit obligations; and (xiii) the most recent annual report or similar compliance documents each Foreign Benefit Plan required to be filed registered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) Except as contemplated by this Agreement, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not (whether alone or upon the occurrence of any Governmental Authority with respect additional or subsequent events) constitute an event under any Company Benefit Plan, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to such plan and fund benefits. No Company Benefit Plan provides for severance or change of control benefits or a notice period upon termination of employment of more than three (y3) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentmonths.

Employee Benefits Plans. (a) Section 4.17(aSchedule 4.15(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means lists each “employee benefit plan,” as defined in (within the meaning Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA), each employmentstock option plan, individual consultingstock purchase plan, restrictive covenantbonus or incentive award plan, change of controlseverance pay plan, retention program or severance contractarrangement, deferred compensation arrangement or agreement, employment agreement, executive compensation plan, program, agreementagreement or arrangement, arrangement or policy and each other Contract, change in control plan, agreementprogram or arrangement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensationsupplemental income arrangement, vacation benefitsplan, health and any other material plan or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement arrangement providing compensation or benefitsbenefits to any employee, pensionnon-employee director, life insurance benefitsconsultant or independent contractor, supplemental retirement benefits (including termination indemnities and seniority payments)whether written, unwritten or otherwise, funded or unfunded, that is or has been maintained, contributed to, or any other similar fringe or welfare benefit which is maintainedrequired to be contributed to, administered or contributed to by the Company or its Subsidiaries, under which any ERISA Affiliate employee (of the Company for the any dependent thereof) is eligible to receive benefit of or relating to any current or former employeeotherwise participate, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or and/or with respect to which the Company or any of the Company its Subsidiaries has or could reasonably be expected to may have any Liabilityactual or contingent liability or obligation (each, a “Company Benefit Plan”). With respect The Company has made available to Purchaser correct and complete copies of (i) each Company Employee PlanBenefit Plan (or, in the case of any such Company has Made Available complete and accurate copiesBenefit Plan that is unwritten, to the extent applicabledescriptions thereof), of: including amendments thereto, (Aii) the most recent annual report reports on Form 5500 required to have been be filed with the IRS for with respect to each Company Employee PlanBenefit Plan (if any such report was required), including all schedules thereto; (Biii) the most recent determination lettersummary plan description for each Company Benefit Plan for which such summary plan description is required, including all summaries of material modifications with respect thereto, (iv) accurate and complete copies of any trust instruments and insurance contracts forming a part of any Company Benefit Plan; (v) all material non-routine correspondence, if any, to or from the IRS for any Governmental Body relating to any Company Employee Benefit Plan that within the six most recent plan years, and (vi) if such Company Benefit Plan is intended to qualify be qualified under Section 401(a) of the Code; , (CA) all discrimination tests, if any, required under the Code for such Company Benefit Plan for the three most recent plan years and (B) the plan documents and summary plan descriptions, or a written description of the terms most recent IRS determination letter (or opinion letter, if applicable) received with respect to offer letters that are terminable at will or do not provide for severance paymentssuch Company Benefit Plan. Each Company Benefit Plan has been administered in all material respects in accordance with its terms and in compliance with all applicable Laws. The Company is in compliance with the applicable provisions of ERISA, the form Code and all other applicable Laws. (b) Schedule 4.15(b) lists all “nonqualified deferred compensation plans” (within the meaning of such offer letter and any individual offer letter Section 409A of the Code) to which the Company is a party. Each Contract, plan, program, agreement or arrangement that materially deviates from is a “nonqualified deferred compensation plan” (within the formmeaning of Section 409A(d)(1) of the Code) has been in documentary and operational compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder in all material respects. The Company is not required to provide any gross-up, make-whole, or other additional payment with respect to taxes, interests or penalties imposed under any tax provisions, including Section 409A or Section 4999 of the Code. (c) Each Company Employee Benefit Plan that is not in writing; (Dintended to be tax qualified under Section 401(a) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or the Code is so qualified and has either obtained from the IRS a favorable determination letter as to its qualified status under the Code, including all amendments, or any office has applied (or representative has time remaining in which to apply) to the IRS for such a determination letter prior to the expiration of the U.S. Department requisite period under applicable Treasury Regulations or has been established under a prototype plan for which an IRS opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer, and there is not any event, condition or circumstance that would reasonably be expected to result in disqualification under the Code. (d) None of Labor the Company Benefit Plans is a self-funded employee benefit plan, including any plan to which a stop-loss policy applies. None of the Company Benefit Plans promises or provides medical or other retiree welfare benefits, including without limitation any similar Governmental Authority relating premium subsidies, to any material compliance issues Person for any reason following their termination of employment or service other than as required under applicable Law. (e) All contributions, premiums and benefit payments in respect connection with the Company Benefit Plans that are required to have been made as of any such Company Employee Plan; (F) the date hereof have been timely made or are reflected on the Most Recent Balance Sheet. In addition, with respect to each Company Employee Benefit Plan that is maintained outside intended to include a Code Section 401(k) arrangement, the Company and each participating employer have at all times made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issued by the United States Department of Labor. (f) Neither of the “International Employee Plans”)Company nor any ERISA Affiliate has ever maintained, to the extent applicableestablished, (x) the most recent annual report or similar compliance documents sponsored, participated in, contributed to, been required to be filed with contribute to, or had any Governmental Authority actual or contingent liability with respect to such any (i) plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 of the Code; (ii) “multiemployer plan” within the meaning of Section 3(37) of ERISA; (iii) “multiple employer plan” (within the meaning of Section 413(c) of the Code); or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. (g) There has been no “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code and not exempt under Section 408 of ERISA and regulatory guidance thereunder) with respect to any Company Benefit Plan. The Company is not subject to any actual or contingent liability or penalty under Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any Company Benefit Plans. Neither the Company nor any of its Subsidiaries has agreed or is required to indemnify any Person or entity against any liability incurred under any Contract, Law or Order in connection with any Company Benefit Plan. (yh) There have been no Actions with respect to any document comparable Company Benefit Plan (other than routine claims for benefits), which are pending, or to the determination letter reference under clause Company’s knowledge, threatened, nor (Bi) above issued has any Company Benefit Plan within six years prior to the date hereof been the subject of an examination or audit by a Governmental Authority relating or (ii) is any Company Benefit Plan the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Authority. (i) With respect to each Company Benefit Plan subject to ERISA as either an employee pension benefit plan within the meaning of Section 3(2) of ERISA or an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, the Company has prepared in good faith and timely filed all requisite governmental reports (which were true, correct and complete as of the date filed), including any required audit reports, and have properly and timely filed and distributed or posted all material notices and reports to employees required to be filed, distributed or posted with respect to each such Company Benefit Plan. No suit, administrative proceeding, Action, audit, investigation, litigation or claim is pending or has been brought, or to the satisfaction knowledge of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendmentsCompany, modifications is threatened, against or supplements with respect to any such documentCompany Benefit Plan, including any audit or inquiry by any Governmental Body. (j) Each Company Benefit Plan can be amended, merged, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Purchaser and/or any of its Affiliates (other than ordinary and reasonable administrative expenses typically incurred in a termination event). Except as provided for under this Agreement, neither the execution and delivery of this Agreement and any related documents nor the consummation of the transactions contemplated hereby will, either alone or in combination with any other event (whether contingent or otherwise) require the Company to fund any liabilities or place in trust or otherwise set aside any amounts in respect of any Company Benefit Plan. (k) Neither the Company nor any Affiliate has ever sponsored, maintained, participated in, contributed to, or been required to sponsor, maintain, participate in or contribute to, any employee benefit plan, program, or other arrangement providing compensation or benefits to any employee or former employee, director, officer, or independent contractor (or any beneficiary or dependent thereof) that is subject to the Laws of any jurisdiction outside of the United States. (l) Each “nonqualified deferred compensation plan” (within the meaning of Section 409A(d)(1) of the Code) adopted by the Company or to which the Company is a party has been administered in documentary and operational compliance with Section 409A of the Code and all applicable Internal Revenue Service (the “IRS”) guidance promulgated thereunder. The Company is not a party to, or otherwise obligated under, any Contract that provides for the gross-up of Taxes imposed by Section 409A(a)(1)(B) of the Code, nor is the Company party to any Contract that obligates the Company to indemnify or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A. (m) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Company Benefit Plan. (n) Except as set forth in Schedule 4.15(b), neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will, without the occurrence of any additional or subsequent events: (i) entitle any current or former director, officer, employee, independent contractor or consultant of the Company to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation (including stock-based compensation) due to any such individual; (iii) limit or restrict the right of the Company to merge, amend, or terminate any Company Benefit Plan; (iv) increase the amount payable under or result in any other material obligation pursuant to any Company Benefit Plan; (v) result in "excess parachute payments" within the meaning of Section 280G(b) of the Code; or (vi) require a "gross-up" or other payment to any "disqualified individual" within the meaning of Section 280G(c) of the Code. (o) Other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Company Benefit Plan provides post-termination or retiree health benefits to any individual for any reason, and neither the Company nor any of its ERISA Affiliates has any liability to provide post-termination or retiree health benefits to any individual.

Employee Benefits Plans. (a) Section 4.17(aSchedule 4.15(a) of the Company Disclosure Schedules contains sets forth a correct and complete list identifying each material Company of all “Employee Plan. “Company Employee PlanBenefit Plans” means each “and all other employee benefit plan,” as defined in Section 3(3) of ERISA (whether programs, agreements, policies, arrangements or not subject to ERISA)payroll practices, each including bonus plans, employment, individual consultingconsulting or other compensation agreements, restrictive covenantcollective bargaining agreements, incentive, equity or equity-based compensation, or deferred compensation arrangements, change of in control, retention termination or severance contractplans or arrangements, planequity purchase, programseverance pay, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensationsick leave, vacation benefitspay, health or salary continuation for disability, hospitalization, medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pensioninsurance, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to scholarship plans and programs maintained by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company contributed or any is obligated to contribute thereunder for current or former Employees (collectively, with statutory social insurance applicable to the Company, the “Company Welfare Plans”). (b) Correct and complete copies of the following documents (if any), with respect to each of the Company Subsidiaries has Welfare Plans, have been made available or could reasonably be expected delivered to have any Liability. With respect to each Company Employee Plan, Purchaser by the Company has Made Available complete and accurate copiesCompany, to the extent applicable, of: (Ai) any plans, all amendments thereto and related trust documents, insurance contracts or other funding arrangements, and amendments thereto; (ii) the most recent annual report on Form 5500 actuarial report; (iii) summary plan descriptions; (iv) written communications to Employees relating to the Company Welfare Plans; and (v) written descriptions of all non-written agreements relating to the Company Welfare Plans. (c) The Company Welfare Plans have been maintained in all material respects in accordance with their terms and with all provisions of applicable Law. No fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Welfare Plans. (d) All contributions and premiums (including all employer contributions and employee salary reduction contributions) required to have been filed with made under any of the IRS for each Company Employee PlanWelfare Plans or by applicable Law (including any funds or trusts established thereunder or in connection therewith) have been made by the due date thereof (including any valid extension), including and all schedules thereto; (B) the most recent determination letter, if any, from the IRS contributions for any period ending on or before the Closing Date that are not yet due will have been paid or sufficient accruals for such contributions and other payments in accordance with GAAP are duly and fully provided for on the Base Date Balance Sheet. (e) There are no pending actions, claims or lawsuits that have been asserted or instituted against the Company Employee Plan that is intended to qualify under Section 401(a) Welfare Plans, the assets of any of the Code; (C) trusts under the plan documents and summary plan descriptionsCompany Welfare Plans or the sponsor or administrator of any of the Company Welfare Plans, or a written description against any fiduciary of the terms (or Company Welfare Plans with respect to offer letters the operation of any of the Company Welfare Plans (other than routine benefit claims), nor does the Company or Sellers have any knowledge of facts that are terminable could form the basis for any such claim or lawsuit. (f) None of the Company Welfare Plans provides for post-employment life or health insurance, benefits or coverage for any participant or any beneficiary of a participant, except at the expense of the participant or the participant’s beneficiary. (g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (i) result in any payment becoming due to any Employee, (ii) increase any benefits otherwise payable under any Company Welfare Plan or do (iii) result in the acceleration of the time of payment or vesting of any such benefits under any Company Welfare Plan. (h) The Company has not provide for severance paymentsany contract, plan or commitment, whether legally binding or not, to create any additional Company Welfare Plan or to modify any existing Company Welfare Plan. (i) No equity interest, share capital or other security issued by the form Company forms or has formed a material part of such offer letter and any individual offer letter that materially deviates from the form) assets of any Company Employee Plan that is not in writingWelfare Plan. (j) There exists no other Employees except as set forth on the attached Schedule 4.15(j), which schedule shall also list such Employees’ duty, type of job, and total amount of salary and compensation for calendar years 2004, 2005 and 2006. Schedule 4.15(j) shall have listed the Employees by dividing them into two categories: (i) Management Employees; (Dii) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentNon-management Employees.

Employee Benefits Plans. (aSchedule 4.14(a) Section 4.17(a) of the Company Disclosure Schedules contains a correct and complete list identifying lists each material Company Employee Plan. “Company Employee Plan” means each “"employee benefit plan,” " (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to "ERISA"), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy ) and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for deferred compensation, bonuses, profit-sharing, savings, stock option, stock purchase purchase, bonus, medical, welfare, disability, severance or termination pay, insurance or incentive plan, and each other stock-related rights or other forms of incentive or deferred compensationmaterial employee benefit plan, vacation benefits, health or medical benefits, employee assistance program, disability agreement or sick leave benefitsarrangement, supplemental unemployment benefits(whether funded or unfunded, post-employment written or retirement compensation oral, qualified or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority paymentsnonqualified), sponsored, maintained or any other similar fringe contributed to or welfare benefit which is maintained, administered or required to be contributed to by the Company or any ERISA Affiliate of the Company its Subsidiaries for the benefit of or relating to any current or former employee, independent contractorleased employee, director or officer or director of the Company or any its Subsidiaries (an "Employee Plan") and separately identifies the Employee Plans sponsored by the Seller or any of it affiliates (other than the Company and its Subsidiaries) ("Parent Plans") and the Employee Plans sponsored by the Company or any of its Subsidiaries ("Company Benefit Plans"). Except as set forth on Schedule 4.14(a), neither the Company nor any of its Subsidiaries participates or contributes currently or is required currently to contribute to or otherwise participate in any "multiemployer plan" (as defined in Section 3(37) of ERISA) (each, a "Multiemployer Plan"). To the Knowledge of the Seller and the Company, no event has occurred or circumstance exists that could result in any material liability to the Company or any of its Subsidiaries with respect to any Multiemployer Plan, other than ordinary contributions to such plans set forth in the applicable collective bargaining agreements. The Company or any of its Subsidiaries has not withdrawn within the last six (collectively6) years from any Multiemployer Plan with respect to which there are any outstanding material liabilities. Neither the Company nor any of its Subsidiaries participates or contributes currently or is required currently to contribute to or otherwise participate in any "multiple employer plan" within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code. No Company Benefit Plan (other than a Multiemployer Plan) is or at any time was a "defined benefit plan" as defined in Section 3(35) of ERISA or a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code. With respect to each Company Benefit Plan (other than a Multiemployer Plan): (i) each has been administered in compliance with its terms and with all applicable laws including, “without limitation, ERISA and the Code; (ii) no actions, suits, claims or disputes are pending or, to the Knowledge of the Company, threatened against any such plan, the trustee or fiduciary of any such plan, the Company Employees”or any assets of any such plan; (iii) no audits, proceedings, claims or demands are pending with any governmental authority including, without limitation, the IRS and the Department of Labor; and (iv) all reports, returns and similar documents required to be filed with any governmental authority or distributed to any such plan participant have been duly or timely filed or distributed. True and accurate copies of each Company Benefit Plan (other than a Multiemployer Plan), together with all current trust agreements, the most recent annual reports on Form 5500 and any auditor's reports, the three (3) most recent financial statements, the most recent actuarial reports, all currently effective agreements or contracts with any investment manager or investment advisor with respect to any Company Benefit Plan, (other than a Multiemployer Plan), the most recent IRS favorable determination letters, all current summary plan descriptions and summaries of material modifications for such plans have been furnished to Purchaser. In the case of any unwritten Company Benefit Plan (other than a Multiemployer Plan), a written description of such plan has been furnished to Purchaser. All amendments required to bring any Company Benefit Plan (other than a Multiemployer Plan) into conformity with any applicable provisions of ERISA and the Code have been duly adopted. With respect to each Company Benefit Plan (other than a Multiemployer Plan) intended to qualify under Code Section 401(a) or 403(a), (i) the IRS has issued a favorable determination letter, which has not been revoked, that any such plan is tax-qualified and each trust created thereunder has been determined by the Internal Revenue Service to be exempt from federal income tax under Code Section 501(a); and (ii) nothing has occurred or will occur through the Closing which would cause the loss of such qualification or exemption or the imposition of any penalty or tax liability. Except as disclosed on Schedule 4.14(g), no Company Benefit Plan (other than a Multiemployer Plan) obligates the Company to pay separation, severance, termination or similar benefits as a result of any transaction (either alone or in conjunction with other events) contemplated by this Agreement or solely as a result of a "change of control" (as defined in Section 280G of the Code) and no individual shall accrue or receive any additional benefits, service or accelerated rights to payments of benefits under any Company Benefit Plan as a result of the actions contemplated by this Agreement. No Company Benefit Plan provides for post-retirement medical or life insurance coverage beyond the last day of the month in which retirement occurs other than the rights that are provided by law. The Company and each Company Benefit Plan (other than a Multiemployer Plan) is in material compliance, to the extent applicable with (1) the notice and continuation of coverage requirements of Section 4980B of the Code, and the regulations thereunder ("COBRA"); (2) Part 6 of Title I of ERISA; (3) the Health Insurance Portability and Accountability Act of 1996 with respect to any group health plan within the meaning of Code Section 5000(b)(1); and (4) any applicable state statutes mandating health insurance continuation coverage for small employers. Each Foreign Pension Plan is in compliance in all material respects with all laws, regulations and rules for such Foreign Pension Plan and no actions or proceedings have been taken or instituted to terminate or wind-up a Foreign Pension Plan with respect to which the Company or any of the Company its Subsidiaries has or could reasonably be expected to have any Liabilityliability. With respect to each Company Employee Plan, The obligations of the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or its Subsidiaries with respect to offer letters that any Foreign Pension Plan are terminable at will limited to fixed periodic contributions (which may be increased or do not provide for severance payments, the form of decreased from time to time pursuant to applicable law). All such offer letter and any individual offer letter that materially deviates contributions due from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), its Subsidiaries to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentForeign Pension Plans have been paid.

Employee Benefits Plans. (a) Section 4.17(aSchedule 3.13(a) of the Company Disclosure Schedules contains a correct and complete list identifying lists each material Company Employee Benefit Plan. “Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to each Company Employee Benefit Plan, the Company has Made Available complete made available to Parent in the Data Room a copy of the following (where applicable): (i) each material document constituting a part of such Employee Benefit Plan, including current plan documents and accurate copiestrust agreements, to the extent applicable, of: and all amendments thereto; (Aii) the three most recent annual report on reports (Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules theretoSeries) and accompanying schedules; (Biii) the non-discrimination testing results for the three most recent plan years; (iv) the current summary plan description; (v) the most recent determination letter, if any, letter from the IRS for or, in the case of a prototype plan, the favorable opinion letter(s) issued to the prototype or volume submitter plan sponsor; and (vi) any Company material correspondence to or from any Governmental Authority with respect to any Employee Benefit Plan in the last six years. (b) With respect to each Employee Benefit Plan that is intended to qualify be qualified within the meaning of Section 401(a) of the Code, such Employee Benefit Plan is so qualified, and the IRS has issued a favorable determination letter, opinion letter or advisory letter upon which the Acquired Companies are entitled to rely under IRS pronouncements setting forth that the current form of such plan is qualified under Section 401(a) of the Code and the related trusts are exempt from U.S. Federal income Tax under Section 501(a) of the Code; , and to the Company’s Knowledge, no act or omission has occurred since the date of the most recent determination or opinion letter which would materially adversely affect its qualification. (Cc) None of the plan documents and summary plan descriptionsAcquired Companies nor any ERISA Affiliates currently maintains, sponsors, participates in, contributes to, or a written description has an obligation to contribute to, or in the last six years has maintained, sponsored, participated in, contributed to or had any obligation to contribute to, (i) any defined benefit plan (as defined in Section 3(35) of ERISA) or other pension plan subject to Title IV or Section 302 of ERISA or Section 412 of the terms Code, (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter ii) any “multiemployer plan” (as defined in Sections 4001(a)(3) and any individual offer letter that materially deviates from the form3(37)(A) of any Company Employee Plan that is not in writing; ERISA), (Diii) any related trust agreements“multiple employer plan” as described in Section 413(c) of the Code, insurance Contracts(iv) any “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA, insurance policies or (v) any “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code or other documents funding arrangement for the provision of any funding arrangements; welfare benefits (E) any notices such disclosure to or from include the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect amount of any such Company funding). (d) Each Employee Plan; (F) Benefit Plan has been established, maintained, funded and administered in all material respects in compliance with respect its terms and with all applicable Laws, including ERISA and the Code. All premiums, contributions or other payments required to each Company have been made by Law or under the terms of any Employee Benefit Plan that is maintained outside or any Contract or agreement relating thereto as of the United States (the “International Employee Plans”)Closing Date have been made on a timely basis, to the extent applicableand all material reports, (x) the most recent annual report or returns and similar compliance documents required to be filed with any Governmental Authority have been duly filed by the applicable due date. (e) With respect to each Employee Benefit Plan: (i) there are no unresolved claims or disputes under the terms of, or in connection with, each Employee Benefit Plan or any of its assets, other than routine claims for benefits which are payable in the Ordinary Course of Business; (ii) there has not been any non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the Code); (iii) no litigation has been commenced with respect to any Employee Benefit Plan or its assets and, to the Knowledge of the Company, no such litigation is threatened (other than routine claims for benefits in the Ordinary Course of Business); and (iv) no Acquired Company has received written notice or is aware that there are any matters pending or threatened in connection with any Employee Benefit Plan before the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Authority. (f) Except for health insurance continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA or other applicable Law or as set forth in Schedule 3.13(f), no Acquired Company is under any obligation to provide medical, death, life insurance or other welfare benefits with respect to any Company Employee after termination of employment or such Company Employee’s spouse, dependent or beneficiary. (g) Except as contemplated by this Agreement and except as set forth in Schedule 3.13(g), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event): (i) result in any payment becoming due, or increase the amount of any compensation due, to any Company Employee; (ii) increase any benefits otherwise payable under any Employee Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits to any Company Employee; (iv) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in 280G(b)(1) of the Code; or (v) result in the triggering or imposition of any restrictions or limitations on the rights of the Company to amend or terminate any Employee Benefit Plan. (h) Schedule 3.13(h) sets forth each Employee Benefit Plan that is a nonqualified deferred compensation plan, within the meaning of and not exempt from Section 409A of the Code (each, a “Section 409A Plan”) and identifies each Section 409A Plan in connection with which any Acquired Company may have liability with respect to any Company Employee. No such plan has assets set aside directly or indirectly in the manner described in Section 409A(b)(1) of the Code or contains a provision that would be subject to Section 409A(b)(2) of the Code. Each Section 409A Plan has been administered in all material respects with its terms and the requirements of Section 409A of the Code and applicable guidance issued thereunder and has been established and maintained in written form that complies in all material respects with the requirements of Section 409A of the Code and final regulations issued and outstanding thereunder, such that in the event of an audit by the Internal Revenue Service of any Acquired Company or any individual participating in such Employee Benefit Plan, the additional Tax described in Section 409A(a)(1)(B) of the Code would not be assessed against any such participant with respect to benefits due or accruing under such Employee Benefit Plan. (yi) No Acquired Company is a party to, or otherwise obligated under, any document comparable Contract, agreement, plan or arrangement that provides for the gross-up of Taxes imposed by Section 4999 or Section 409A of the Code. (j) All individuals performing services or who have performed services for any Acquired Company or any of their ERISA Affiliates and who are or were treated by the Acquired Company or any such ERISA Affiliate as independent contractors have been appropriately classified as such under all applicable legal requirements, and no such individuals participate or have the right to participate in any Employee Benefit Plan. (k) Each Acquired Company and each of their ERISA Affiliates has complied in all material respects with the requirements of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, as amended, and Section 4980B of the Code and Sections 601 et seq. of ERISA (“COBRA”) or similar state laws, and in each case the regulations promulgated thereunder, with respect to each Employee Benefit Plan to the determination letter reference under clause (B) above issued by a Governmental Authority relating extent applicable to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentplan.

Employee Benefits Plans. (a) Section 4.17(a) of the Company Disclosure Schedules contains a correct The attached EMPLOYEE BENEFITS SCHEDULE sets forth an accurate and complete list identifying of each material Company Employee Plan. “Company Employee Plan” means each “"employee benefit plan,” " (as such term is defined in Section 3(3) of ERISA (whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy ) and each other Contract, employee benefit plan, agreementprogram or arrangement providing benefits to current or former employees (including any bonus plan, arrangement or policy (written or oral) providing plan for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefitsretirement, severance, sick leave, employee health or medical benefits, employee assistance program, disability other welfare benefit plan or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority paymentsother arrangement), or at any other similar fringe or welfare benefit which is time maintained, administered sponsored, or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”)Companies, or with respect to which the Company Companies have any liability or potential liability. Each such item listed on the attached EMPLOYEE BENEFITS SCHEDULE is referred to herein as a "PLAN." (b) Except as set forth on the attached EMPLOYEE BENEFITS SCHEDULE, the Companies do not have any obligation to contribute to (or any other liability, including current or potential withdrawal liability, with respect to) any "multiemployer plan" (as defined in Section 3(37) of the Company Subsidiaries has ERISA) ("MULTIEMPLOYER PLAN") or could reasonably be expected to have any Liabilityemployee benefit plan that is a "defined benefit plan" (as defined in Section 3(35) of ERISA), whether or not terminated. With respect to each Company Employee Multiemployer Plan, (i) none of the Company Companies has Made Available incurred, or reasonably expects to incur, a complete or partial withdrawal under Section 4201 of ERISA, (ii) each of the Companies has made or accrued for all required contributions to such plan on a timely basis and accurate copieswill have made all such contributions as of the Closing Date, and (iii) such plan is not insolvent or in reorganization, nor does it have an accumulated funding deficiency, and none of the Companies knows of any reason why such plan would become insolvent or be in reorganization or have an accumulated funding deficiency in the foreseeable future. (c) The Companies do not have any obligation under any Plan or otherwise to provide medical, health, life insurance or other welfare-type benefits to current or future retired or terminated employees (except for limited continued medical benefit coverage required to be provided under Section 4980B of the Code or as required under applicable state law). (d) Except as set forth on the EMPLOYEE BENEFITS SCHEDULE under the heading "Profit Sharing Plans," the Companies does not maintain, contribute to or have any liability or potential liability under (or with respect to) any employee benefit plan that is a "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated. (e) For purposes of this Section 5.18, the term "Companies" includes all entities treated as a single employer with the Companies pursuant to Section 414 of the Code. (f) With respect to the Plans, all required or recommended (in accordance with historical practices) payments, premiums, contributions, reimbursements or accruals for all periods ending prior to or as of the Closing will have been made or properly accrued or reserved for on the September Balance Sheet or the March Balance Sheet, as applicable. None of the Plans has any unfunded liabilities which are not reflected on the September Balance Sheet or the March Balance Sheet, as applicable. (g) The Plans and all related trusts, insurance contracts and funds have been maintained, funded and administered in compliance in all material respects with their terms and with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Companies nor any trustee or administrator of any Plan has engaged in any transaction with respect to the Plans which would subject the Companies or any trustee or administrator of the Plans, or any party dealing with any such Plan, nor do the transactions contemplated by this Agreement constitute transactions which would subject any such party, to either a civil penalty assessed pursuant to Section 502(i) of ERISA or the tax or penalty on prohibited transactions imposed by Section 4975 of the Code. No actions, suits or claims with respect to the assets of the Plans (other than routine claims for benefits) are pending or, to the extent applicableCompanies' or any Seller's knowledge, of: threatened which could result in or subject the Companies to any liability, and there are no circumstances which would give rise to or be expected to give rise to any such actions, suits or claims. No liability to the Pension Benefit Guaranty Corporation or otherwise under Title IV of ERISA has been or could be incurred by the Companies. (Ah) Each of the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that Plans which is intended to qualify be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service that such plan is qualified under Section 401(a) of the Code; (C) , and there are no circumstances which would adversely affect the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect qualified status of any such Company Employee Plan; . (Fi) The Companies have provided Buyer with respect true and complete copies of all documents pursuant to each Company Employee Plan that is maintained outside which the United States (the “International Employee Plans”)Plans are maintained, to the extent applicablefunded and administered, (x) and the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan reports (Form 5500 and (yattachments) any document comparable to for the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentPlans.

Employee Benefits Plans. (a) Section 4.17(a) of the Company Disclosure Schedules contains sets forth a true, correct and complete list identifying list, as of the date of this Agreement, of each material Company Employee Plan, and the Company has Made Available each such material Company Employee Plan or, if unwritten, a written description thereof. “Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention retention, severance or severance similar contract, plan, program, agreement, arrangement or policy and each other Contractcontract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, salary continuation, profit-sharing, savings, stock option, stock purchase appreciation right, stock purchase, restricted stock, restricted stock unit or other stock-related rights or other forms of incentive or deferred compensationcompensation (including under any non-qualified plan), indemnification, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, post-employment retirement benefits (including early retirement or retirement compensation or benefits, pension, health, medical or life insurance benefits), supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit contract, plan, agreement, arrangement or policy which is maintained, administered administered, contributed to or required to be contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any U.S. or non-U.S. current or former employee, individual independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has any liability, contingent or could reasonably otherwise, other than any plan, program or arrangement required to be expected maintained or contributed to have by the Applicable Law of any Liabilitynon-U.S. jurisdiction. With respect to each material Company Employee Plan, the Company has Made Available to Parent complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plandetermination, including all schedules thereto; (B) the most recent determination opinion or advisory letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (CB) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (DC) any related trust agreements, insurance Contractscontracts, insurance policies or other documents of any funding arrangements; (ED) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (GE) all amendments, modifications or supplements to any such document; (F) for the three (3) most recent years (i) the Form 5500 and all schedules thereto and (ii) audited financial statements; and (G) all policies and procedures established to comply with the privacy and security rules of the Health Insurance Portability and Accountability Act of 1996, as amended.

Employee Benefits Plans. (a) Section 4.17(aSchedule 6.13(a) of the Company Disclosure Schedules contains a correct and complete list identifying lists each material Company Employee Plan. “Company Employee Plan” means each “"employee benefit plan,” " (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to "ERISA"), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy ) and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe material employee plan or welfare benefit which is agreement maintained, administered contributed or required to be contributed to by the Company or its Subsidiaries, excluding any Foreign Employee Benefit Plan (each, a "Company Benefit Plan"). The Company and its Subsidiaries have no material liability with respect to any plan or agreement of the type described in the preceding sentence other than the Company Benefit Plans. The Company has made available to Parent correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan. The Company Benefit Plans are all in compliance with the applicable provisions of ERISA, the Code, all other applicable Laws, and the terms of such plans, except for any noncompliance that would not result in material liability with respect to the Company Benefit Plans and that would not, individually or in the aggregate, have a Material Adverse Effect. There have been no prohibited transactions or breaches of any duties imposed on "fiduciaries" (within the meaning of Section 3(21) of ERISA) by ERISA Affiliate with respect to the Company Benefit Plans that could result in any liability or excise tax under ERISA or the Code being imposed on the Company or its Subsidiaries, except for any liability that would not, individually or in the aggregate, have a Material Adverse Effect. (b) Schedule 6.13(b) lists each Foreign Employee Benefit Plan. There are no material liabilities or obligations of any nature with respect to any Foreign Employee Benefit Plan that were not shown or provided for on the balance sheet (including the notes thereto) of the Company and its Subsidiaries, included in the Financial Statements. The Company has made available to the Parent with respect to each Foreign Employee Benefit Plan (i) all plan documents and amendments, trust agreements and insurance and annuity contracts and policies and other funding arrangements and (ii) the most recently filed governmental reports, if any. A "Foreign Employee Benefit Plan" is "employee benefit plan" (as defined in Section 3(3) of ERISA) and any other material employee plan or agreement maintained, contributed or required to be contributed by the Company or its Subsidiaries primarily for the benefit of or relating to any current or former employee, independent contractor, officer employee or director of the Company or any of its Subsidiaries substantially all of whom reside outside of the Company Subsidiaries (collectivelyUnited States, “Company Employees”)and the beneficiaries and dependents of any such employees or directors, regardless of whether it is mandated under local Law, voluntary, private, funded, unfunded, financed by the purchase of insurance, contributory or noncontributory; provided, however, that governmental plans or programs requiring the mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to which the Company wages of an employee or any director shall not be considered a "Foreign Employee Benefit Plan." Each Foreign Employee Benefit Plan complies with all applicable Laws (including applicable Laws regarding the form, funding and operation of the Company Subsidiaries has Foreign Employee Benefit Plan) and the respective requirements of the governing documents for such Foreign Employee Benefit Plan except for any noncompliance that would not, individually or could reasonably be expected to have any Liability. With in the aggregate, result in material liability with respect to each the Foreign Employee Benefit Plans and that would not, individually or in the aggregate, have a Material Adverse Effect. (c) To the Knowledge of the Company, (i) all Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: Benefit Plans that are "employee pension plans" (Aas defined in Section 3(3) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (Bof ERISA) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is are intended to qualify be tax qualified under Section 401(a) of the Code; Code (Ceach, a "Company Pension Plan") are so qualified and (ii) no event has occurred since the plan documents and summary plan descriptions, or a written description date of the terms (most recent determination letter or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority application therefor relating to any material compliance issues in respect of any such Company Employee Pension Plan that would adversely affect the qualification of such Company Pension Plan; (F) . The Company has made available to Parent a correct and complete copy of the most recent determination letter received with respect to each Company Pension Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. (d) All contributions, premiums and benefit payments under or in connection with the Company Benefit Plans and the Foreign Employee Benefit Plans that are required to have been made as of the date hereof in accordance with the terms of the Company Benefit Plans and the Foreign Employee Benefit Plans have been timely made or have been reflected on the most recent Balance Sheet in all material respects. No Company Pension Plan has an "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived. To the Knowledge of the Company, each Foreign Employee Benefit Plan intended to qualify for favorable tax treatment in the relevant foreign jurisdiction is so qualified. No Foreign Employee Benefit Plan has a defined benefit element. (e) None of the ERISA Affiliates maintains or at any time within the past six years have maintained or contributed to or been required to contribute to any employee benefit plan subject to Title IV of ERISA (including any "single-employer plan" within the meaning of Section 4001(a)(15) of ERISA, any "Multiemployer Plan" and any "multiple employer plan" within the meaning of Section 413(c) of the Code). (f) The Subsidiaries are the only ERISA Affiliates of the Company, and the Company and Subsidiaries are the only ERISA Affiliates with respect to each Subsidiary. An "ERISA Affiliate" is, with respect to any person, any trade or business (whether or not incorporated) (i) under common control within the meaning of Section 4001(b)(1) of ERISA with such person or (ii) which together with such person is treated as a single employer under Sections 414(b), (c), (m), (n) and (o) of the Code (a "Controlled Group" member). (g) With respect to each Company Benefit Plan that is maintained outside a group health plan benefiting any current or former employee of the United States Company or any of its Subsidiaries, (i) the “International Company and each member of the Controlled Group has complied in all material respects with the continuation coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA and (ii) the Company and each member of the Controlled Group has complied in all material respects with the requirements of the Health Insurance Portability and Accountability Act of 1996, as amended. (h) No Company Benefit Plan is or at any time was funded through a "welfare benefit fund" as defined in Section 419(e) of the Code, and no benefits under any Company Benefit Plan are or at any time have been provided through a voluntary employees' beneficiary association (within the meaning of subsection 501(c)(9) of the Code) or a supplemental unemployment benefit plan (within the meaning of Section 501(c)(17) of the Code). (i) All contributions, transfers and payments made by the Company or any of its Subsidiaries in respect of any Company Benefit Plan or any Foreign Employee Plans”)Benefit Plan (other than transfers incident to an incentive stock option plan within the meaning of Section 422 of the Code) have been or are fully deductible under the Code or under other applicable Law, except where such non-deductibility would not have, individually or in the aggregate, a Material Adverse Effect. (j) There is no pending or, to the extent applicableKnowledge of the Company, (x) the most recent annual report threatened action, claim or similar compliance documents required to be filed with lawsuit of any Governmental Authority kind in any court or government agency with respect to such plan and any Company Benefit Plan or Foreign Employee Benefit Plan (y) any document comparable other than routine claims for benefits), nor, to the determination letter reference Company's Knowledge, is there any basis for one, in each case, if adversely determined, would have, individually or in the aggregate, a Material Adverse Effect. (k) With respect to any insurance policy providing funding for benefits under clause any Company Benefit Plan, there is no liability of the Company or a Subsidiary of the Company, in the nature of a retroactive rate adjustment, loss sharing arrangement, or other actual or contingent liability, nor would there be any such liability if such insurance was terminated on the date hereof, in each case that would have, individually or in the aggregate, a Material Adverse Effect. (Bl) above issued No Company Benefit Plans which is a "welfare benefit plans" within the meaning of Section 3(1) of ERISA and no Foreign Employee Benefit Plan provide for continuing medical benefits or coverage for any participant or any beneficiary of a participant post-termination of employment except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") or with respect to any Foreign Employee Benefit Plan, except as may be required by applicable Law. (m) Schedule 6.13(m) lists all Company Benefit Plans and Foreign Employee Benefit Plans that provide any payment to any current or former employee, consultant or director (or their dependents) as a Governmental Authority relating to result of a change of control of the satisfaction Company or a Subsidiary of all requirements the Company or provide "nonqualified" deferred compensation. Except as listed on Schedule 6.13(m), the execution and performance of this Agreement will not (i) constitute a stated triggering event under Applicable Law necessary to obtain any Company Benefit Plan or Foreign Employee Benefit Plan that will result in any payment (whether of severance pay or otherwise) becoming due from the most favorable Tax treatment and (G) all amendments, modifications Company or supplements a Subsidiary of the Company to any such documentperson, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such person. (n) No Company Benefit Plan or Foreign Employee Benefit Plan provides benefits to any individual who is not a current or former director, employee or consultant of the Company, or the dependents or other beneficiaries of any such current or former director, employee or consultant. (o) Neither the Company nor the Subsidiaries of the Company will incur any liabilities or obligations under WARN as a result of the consummation of the transactions contemplated by this Agreement. (p) This Section 6.13 and (as they relate to employee benefits) Section 6.6 and Section 6.14 represent the sole and exclusive representations and warranties of the Company regarding employee benefit matters.

Employee Benefits Plans. (a) Section 4.17(aSchedule 3.14(a)(i) sets forth all material Company Benefit Plans. None of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA (whether Benefit Plans provide or not subject is obligated to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing provide for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment life or retirement compensation health insurance, benefits or benefitscoverage, pensionor, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority paymentsexcept as set forth on Schedule 3.14(a)(ii), or any other similar fringe or post-employment welfare benefit which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company benefits for the benefit of or relating to any current or former employeeemployee or any beneficiary thereof, independent contractorexcept as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, officer as amended, or director any similar state Law and except as set forth on Schedule 3.14(a)(iii), none of the Company Benefit Plans provides or is obligated to provide welfare benefits to any individual who is neither a current nor former employee of the Company or any of the Company Subsidiaries Subsidiaries. (collectivelyb) True, “Company Employees”)correct and complete copies of the following documents, or with respect to which each of the Company Benefit Plans, have been made available or delivered to Buyer by the Company, to the extent applicable: (i) any plans (or written summaries of any material unwritten Company Benefit Plans), all amendments thereto and related trust documents and insurance contracts, and amendments thereto; (ii) the three most recent Forms 5500 and all schedules thereto; (iii) the most recent IRS determination or opinion letter; (iv) the most recent summary plan descriptions and all summaries of material modifications thereto; (v) all material written communications with any Governmental Entity relating to a Company Benefit Plan (other than routine filings with any Governmental Entity); and (vi) written descriptions of all non-written agreements or arrangements relating to a Company Benefit Plan. (c) Each Company Benefit Plan has been maintained, in all material respects, and, since June 1, 2012, each of the Acquired Companies has complied in all material respects, in accordance with its terms and with all applicable provisions of ERISA and the Code and all other applicable Laws. Except as set forth on Schedule 3.14(c), none of Intermediate LLC, the Company or any of the Company Subsidiaries has (i) maintains or contributes to, or otherwise could reasonably be expected to have any Liability (including contingent Liability, whether on account of an ERISA Affiliate or otherwise), related to any employee benefit plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code, or (ii) could reasonably be expected to have any Liability (including contingent Liability, whether on account of an ERISA Affiliate or otherwise) under Chapter 43 of the Code. With respect to each Company Employee Plan, the Company has Made Available complete and accurate copiesThere are no pending or, to the extent applicableKnowledge of the Company, of: threatened claims (A) the most recent annual report on Form 5500 required other than routine claims for benefits), lawsuits, actions, audits by any Governmental Entity, or investigations related to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is Benefit Plan. (d) The Company Benefit Plans intended to qualify under Section 401(a) 401 of the Code; (C) the plan documents and summary plan descriptions, or Code have received a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer favorable determination letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative are entitled to rely on an opinion letter from the IRS, and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the U.S. Department Code, and nothing has occurred and, to the Knowledge of Labor the Company, no circumstances exist with respect to the Company Benefit Plans which could reasonably be expected to cause the loss of, or failure to qualify for, such qualification or exemption or the imposition of any Liability, penalty or tax under ERISA or the Code. (e) All contributions (including all employer contributions and employee salary reduction contributions) and premium payments required to have been made under any of the Company Benefit Plans to any funds, trusts or insurance policies established thereunder or in connection therewith have, in all material respects, been made or accrued by the due date thereof (including any valid extension), and all contributions for any period ending on or before the Closing Date which are not yet due will, in all material respects, have been paid or accrued on the most recent Balance Sheet on or prior to the Closing Date. (f) Except as set forth on Schedule 3.14(f)(i), neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in combination with another event) will or could reasonably be expected to (i) entitle any current or former director, officer, employee or consultant of Intermediate LLC, the Company or any similar Governmental Authority relating of its Subsidiaries to any material compliance issues payment (including severance pay or similar compensation), any cancellation of Indebtedness, or any increase in compensation; (ii) result in the acceleration of payment, funding or vesting under any Company Benefit Plan; or (iii) result in any increase in benefits payable under any Company Benefit Plan. Except as set forth on Schedule 3.14(f)(ii), no amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the transactions contemplated hereby (either alone or in combination with another event) could reasonably be expected to be an “excess parachute payment” within the meaning of Section 280G of the Code. None of Intermediate LLC, the Company nor any of its Subsidiaries has any obligation to make a “gross-up” or similar payment in respect of any such Taxes that may become payable under Section 4999 of the Code. (g) Each Company Employee Plan; (F) with respect to each Company Employee Benefit Plan that is a nonqualified deferred compensation plan subject to Section 409A of the Code has been administered, operated and maintained outside in all material respects in accordance with the United States (requirements of Section 409A of the Code. Neither the Company nor any of its Subsidiaries has any obligation to make a “International Employee Plans”), to the extent applicable, (x) the most recent annual report gross-up” or similar compliance documents required to be filed with payment in respect of any Governmental Authority with respect to such plan and (y) any document comparable to Taxes that may become payable under Section 409A of the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentCode.

Employee Benefits Plans. (a) Section 4.17(a) of the Company Disclosure Schedules contains Schedule 5.16 sets forth a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each “of all employee benefit plan,” as defined in Section 3(3) of ERISA (whether plans, employee pension plans, programs, agreements, policies, arrangements or not subject to ERISA)payroll practices, each including bonus plans, employment, individual consultingconsulting or other compensation agreements, restrictive covenantcollective bargaining agreements, incentive, equity or equity-based compensation, or deferred compensation arrangements, change of in control, retention termination or severance contractplans or arrangements, planshare purchase, programseverance pay, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensationsick leave, vacation benefitspay, health or salary continuation for disability, hospitalization, medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pensioninsurance, life insurance benefitsand scholarship plans and programs maintained by Seller, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Acquired Subsidiaries or to which Seller, the Company or any of the Acquired Subsidiaries contributed or is obligated to contribute thereunder for the benefit of or relating to any current or former employee, independent contractor, officer or director employees of the Company or any of the Company Acquired Subsidiaries (the "Employees") (collectively, “the "Company Employees”Plans"). Neither the Company nor any Acquired Subsidiary is part of or is obligated to contribute to any multiemployer plan. (b) Correct and complete copies of the following documents, or with respect to which each of the Company Plans (other than a multiemployer plan), have been made available or delivered to Purchaser by the Company, to the extent applicable: (i) any plans, all amendments thereto and related trust documents, insurance contracts or other funding arrangements, and amendments thereto; (ii) the most recent Tax forms for the Company Plans and all schedules thereto and the most recent actuarial report, if any; (iii) written communications to employees relating to the Company Plans; and (iv) written descriptions of all non-written agreements relating to the Company Plans. (c) The Company Plans have been maintained in all material respects in accordance with their terms and with all provisions of applicable Law. (d) All contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any of the Company Plans (including workers compensation) or by Law, to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extension), and all contributions for any period ending on or before the Closing Date that are not yet due will have been paid or sufficient accruals for such contributions and other payments in accordance with IFRS are duly and properly provided for on the Balance Sheet. (e) There is no material violation of applicable Law with respect to the filing of applicable reports, documents and notices regarding the Company Plans with any Governmental Body or the furnishing of such documents to the participants in or beneficiaries of the Company Plans. (f) None of the Company Plans provides for post-employment life or health insurance, benefits or coverage for any participant or any beneficiary of a participant. (g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any Employee, (ii) increase any benefits otherwise payable under any Company Plan or (iii) result in the acceleration of the time of payment or vesting of any such benefits under any Company Plan. (h) Neither the Company nor any of the Acquired Subsidiaries has a contract, plan or commitment, whether legally binding or not, to create any additional Company Plan or to modify any existing Company Plan. (i) No equity or other security issued by the Company or any of the Company Acquired Subsidiaries forms or has or could reasonably be expected to have any Liability. With respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) formed a material part of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) assets of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such document.

Employee Benefits Plans. (a) Section 4.17(aSchedule 4.14(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means lists each “employee benefit plan,” (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any other material employee plan, program, policy, agreement or arrangement (other than any plan, program, policy, agreement or arrangement required to be maintained by Law), whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered sponsored or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has any obligation to maintain, sponsor or could reasonably be expected to have any Liability. With contribute in each case for the benefit of current or former employees, directors or consultants or with respect to each Company Employee Plan, which the Company or any of the Subsidiaries has Made Available any direct or indirect liability, whether contingent or otherwise (each, a “Company Benefit Plan”). The Company has made available to Buyer correct and complete and accurate copies, to the extent applicable, copies of: (Ai) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof); (ii) the most recent annual report reports on Form 5500 required to have been be filed with the IRS for with respect to each Company Employee Plan, including all schedules theretoBenefit Plan (if any such report was required); (Biii) the most recent determination letter, if any, from the IRS summary plan description for each Company Benefit Plan for which such summary plan description is required; and (iv) each trust agreement and insurance or group annuity contract relating to any Company Employee Benefit Plan. Each Company Benefit Plan has been established, administered and maintained in compliance in all material respects with its terms and with all applicable Laws, including ERISA and the Code. (b) (i) All Company Benefit Plans that is are intended to qualify be tax qualified under Section 401(a) of the CodeCode (each, a “Company Pension Plan”) has received, is covered by or has applied for a favorable determination or opinion letter; and (Cii) to the plan documents and summary plan descriptions, or a written description Knowledge of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, Company no event has occurred since the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative date of the U.S. Department of Labor most recent determination or any similar Governmental Authority opinion letter or application therefor relating to any material compliance issues in respect of any such Company Employee Pension Plan that would reasonably be expected to adversely affect the qualification of such Company Pension Plan; (F) . The Company has made available to Buyer a correct and complete copy of the most recent determination letter received with respect to each Company Employee Pension Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. (c) All material contributions, premiums and benefit payments under or in connection with the Company Benefit Plans that are required to have been made as of the date hereof in accordance with the terms of the Company Benefit Plans have been made or have been reflected on the unaudited consolidated balance sheet of the Company and the Subsidiaries as at the Balance Sheet Date. (d) Neither the Company nor any of the Subsidiaries has incurred any material (i) current or (ii) projected liability in respect of post-employment health, medical or life insurance benefits for any current or former employees, consultants or directors of the Company or the Subsidiaries, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) and at such individual’s expense. Neither the Company nor any of the Subsidiaries nor any other entity which, together with the Company or any of the Subsidiaries, would be treated as a single employer under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”) contributes to or has in the past six (6) years sponsored, maintained, contributed to or had any liability in respect of any defined benefit pension plan (as defined in Section 3(35) of ERISA) or plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA. No Company Benefit Plan is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA, and neither the Company nor any of the Subsidiaries nor any of their respective ERISA Affiliates has within the last six (6) years sponsored or contributed to, or had any liability or obligation in respect of, any such multiemployer plan. (e) No action or other Claim with respect to any Company Benefit Plan (other than routine claims for benefits) that, individually or in the aggregate, has resulted or would reasonably be expected to result in material liability to the Company or any of the Subsidiaries is pending or, to the Knowledge of the Company, threatened. To the Knowledge of the Company, no event has occurred and no condition exists that is would, directly or by reason of the Company’s or any Subsidiary’s affiliation with any of their ERISA Affiliates, subject the Company or any of the Subsidiaries to any material Tax, fine, Lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws with respect to any “employee benefit plan” within the meaning of Section 3(3) of ERISA. Each Company Benefit Plan providing for deferred compensation that constitutes a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code and applicable regulations) complies in all material respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder. (f) The execution and delivery of this Agreement and the consummation of the Transactions (either alone or in combination with any other event) will not (i) materially increase the compensation or benefits payable by the Company or the Subsidiaries under any Company Benefit Plan, (ii) result in any acceleration of the time of payment or vesting of any material compensation or benefits payable by the Company or the Subsidiaries under any Company Benefit Plan or otherwise accelerate or increase any material liability of the Company or the Subsidiaries under any Company Benefit Plan, or (iii) except as set forth on Schedule 4.14(f)(iii), result in the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code. (g) All Company Benefit Plans maintained primarily for the benefit of employees whose services for the Company or the Subsidiaries are exclusively or primarily performed outside the United States (the “International Employee Plans”)i) have been established, maintained and administered in material compliance with their terms and all applicable Laws of any controlling Governmental Body, (ii) have, to the extent required, been registered and maintained in good standing with the applicable regulatory authorities, and (iii) are fully funded and/or book reserved, if applicable, (x) the most recent annual report or similar compliance documents required based upon reasonable actuarial assumptions, in each case, except as would not reasonably be expected to be filed with any Governmental Authority with respect to such plan and (y) any document comparable result in material liability to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications Company or supplements to any such documentits Subsidiaries.

Employee Benefits Plans. (a) Section 4.17(a3.15(a) of the Company Disclosure Schedules contains Schedule sets forth a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each of all “employee benefit plan,plans” as that term is defined in Section 3(3) of ERISA (whether or not subject to covered by ERISA)) and similar law of a non-US jurisdiction in which employees are located, each employmentincluding all of the material pension, individual consultingretirement, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonusessavings, profit-sharing, savingsdeferred compensation, stock option, employee stock purchase ownership, severance pay, vacation, bonus or other stock-related rights material incentive plans, all other material written employee programs, arrangements or agreements and all other forms of incentive material employee benefit plans or deferred compensationfringe benefit plans, vacation benefitsthat are currently adopted, health maintained by, sponsored in whole or medical benefitsin part by, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to by the Company or any ERISA Affiliate Subsidiary of the Company or for which the Company or any Subsidiary of the Company could incur a liability for the benefit of present and former employees or relating directors of the Company and each Subsidiary thereof or their beneficiaries, or providing benefits to such persons in respect of services provided to any such entity (collectively, the “Benefit Plans”). (b) Except as set forth on Section 3.15(b) of the Company Disclosure Schedule, no Benefit Plan is subject to Title IV of ERISA. (c) For each Plan sponsored or maintained by the Company or its Subsidiaries covering the Business Employees, the Company has provided or made available to Purchaser the summaries, as of the date hereof, of all of the Benefit Plans that have been reduced to writing as listed on Section 3.15(a) of the Company Disclosure Schedules. (d) No claim, lawsuit, arbitration or other action has been instituted against any Benefit Plan or, to the Knowledge of the Company, threatened against any Benefit Plan. (e) Neither the Company nor any of its Subsidiaries has any current or projected liability in respect of post-employment or post-retirement welfare benefits for retired or former employeeemployees of the Company or its Subsidiaries, independent contractorexcept as required by COBRA or other applicable Law. (f) Except as disclosed in Section 3.15(f) of the Company Disclosure Schedules, officer each Benefit Plan is in compliance with its terms and the requirements of all applicable Law, and the Company and the ERISA Affiliates have satisfied all of their statutory, regulatory and contractual obligations with respect to each such Benefit Plan. (g) Except as disclosed in Section 3.15(g) of the Company Disclosure Schedules, each Benefit Plan or director trust which is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified or exempt, and no fact or event has occurred since the date of such determination letter to affect adversely the qualified or exempt status of any Benefit Plan or trust. (h) There has been no non-exempt prohibited transaction (within the meaning of Section 404 of ERISA or Section 4955 of the Code) with respect to any Benefit Plan. Neither the Company nor any ERISA Affiliate has incurred any liability for any excise tax arising under Section 4951, 4952, 4955, 4980 or 4980B of the Code and no fact or event exists which could give rise to such liability. None of the Company or any ERISA Affiliate has incurred any liability relating to Title IV of ERISA (other than for the Company Subsidiaries payment of premiums to the Pension Benefit Guaranty Corporation). (collectivelyi) All contributions, “Company Employees”), premiums or payments required to be made with respect to which any Benefit Plan have been made on or before their due dates, and any and all such amounts relating to the period of time from the Balance Sheet Date through the Closing have been or will be paid prior to the Closing. All such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authority. (j) There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any ERISA Affiliate thereof relating to, or change in employee participation or coverage under, any Benefit Plan that would increase the expense of maintaining such Benefit Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date hereof. (k) Except as disclosed in Section 3.15(k) of the Company Subsidiaries has Disclosure Schedules, no employee or could reasonably be expected to have any Liability. With respect to each Company Employee Plan, former employee of the Company has Made Available complete and accurate copiesor any ERISA Affiliate thereof will become entitled to any bonus, to the extent applicableretirement, of: severance, job security or similar benefit or enhanced such benefit (Aincluding acceleration of vesting or exercise of an incentive award) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) as a result of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documenttransactions contemplated hereby.

Employee Benefits Plans. (a) Section 4.17(aSchedule 4.15(a) of lists, with respect to the Company Disclosure Schedules contains a correct and complete list identifying Companies (whether provided directly or through the Shared Services Agreements) with respect to all Business Employees, each material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” (as defined in Section 3(3ERISA) of ERISA (whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, and any other plan, program, agreement, arrangement Contract or policy and each other Contractproviding bonuses, planprofit sharing benefits, agreementretirement benefits, arrangement or policy (written or oral) providing for pension benefits, compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation incentives, equity options, phantom equity, equity appreciation rights, equity purchase rights, fringe benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefitsseverance payments, post-employment or retirement compensation or benefits, pensionscholarships, health and welfare benefits, basic or supplemental disability benefits, life insurance coverage, sick leave pay, vacation pay, commissions, payroll practices, retention payments, fringe benefits, supplemental retirement flexible spending accounts, insurance premium reimbursements or other benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to by that the Company sponsors or any ERISA Affiliate of the Company has Liability with respect to, and has an obligation to contribute to for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries Business Employees (collectively, the “Company EmployeesBenefit Plans”). The Companies have made available to the Purchaser true, or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to correct and complete copies of: (i) each Company Employee Plan, the Company has Made Available complete and accurate copies, Benefit Plan document; (ii) to the extent applicable, of: Forms 5500; and (Aiii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required. (b) Each Company Benefit Plan maintained, contributed to or required to be contributed to with respect to the Business Employees has been administered in accordance with its terms and with the applicable provisions of ERISA and the Code (including the rules and regulations thereunder), except as would not reasonably be expected to result in a Material Adverse Effect. (c) Schedule 4.15(c) lists each Company Benefit Plan that is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is intended to be tax qualified under Section 401(a) of the Code and each retirement plan covered under Section 408 of the Code (each, a “Company Pension Plan”). All Company Pension Plans that are maintained, contributed to or required to be contributed to by the Companies or any ERISA Affiliate are so qualified. To the Knowledge of the Seller, no event has occurred since the date of the most recent determination letter or application therefor relating to any such Company Pension Plan that would adversely affect the qualification of such Company Pension Plan. No Legal Proceeding (other than routine benefit claims) has been asserted or instituted or, to the Knowledge of the Seller, threatened against any Company Benefit Plan, any trustee or fiduciaries thereof, the Parent, the Companies or any ERISA Affiliate, or any of the assets of any Company Benefit Plan or any related trust. All required participant annual report notices have been provided by the Companies to the participants in each Company Pension Plan on Form 5500 a timely basis. (d) No Company Benefit Plan provides for the payment of any tax gross-up payment to any individual in connection with any penalties or taxes imposed under Code Section 409A. (e) All contributions, deferrals, premiums and benefit payments under or in connection with the Business Employees under the Company Benefit Plans that are required to have been filed made as of the Closing will have been (or will be) timely made or have been reflected on the Reference Balance Sheet. (f) Except as set forth on Schedule 4.15(f), the Companies do not currently maintain, contribute to or participate in, nor at any time have any of them had an obligation to maintain, contribute to, or otherwise participate in, any employee benefit plans that are “multiemployer plans” (within the meaning of Section 3(37) of ERISA or Code Section 414(f)), “multiple employer plans” (within the meaning of Code Section 413(c)), plans that are subject to the provisions of Title IV of ERISA, or a welfare plan that is a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). None of the Companies (i) has withdrawn or partially withdrawn from any multiemployer plan, or (ii) has, or reasonably expects to have, any withdrawal liabilities with respect to any such plans. (g) Except to the IRS for each extent set forth on Schedule 4.15(g), neither the execution and delivery of this Agreement or any other Company Employee Plan, including all schedules theretoDocument nor the consummation of the transactions contemplated by the Company Documents will: (i) result in any material payment becoming due to any Business Employee; (Bii) materially increase any benefits otherwise payable with respect to the most recent determination letterBusiness Employees with respect to the Business; or (iii) result in the acceleration of the time of payment or vesting of any such benefits. No Company Benefit Plan provides for post-employment benefits of any kind whatsoever (other than under COBRA, if any, from the IRS for Federal Social Security Act or any Company Employee Plan that is intended to qualify employee plan qualified under Section 401(a) of the Code; (C) the plan documents and summary plan descriptionsto any former director or employee of, or a written description other provider of services to, the terms Company or an ERISA Affiliate (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect a beneficiary of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”Person), nor have any representations, agreements, covenants or commitments been made by any Company to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to provide such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentbenefits.

Employee Benefits Plans. (a) Section 4.17(a4.16(a) of the Company Disclosure Schedules contains Schedule sets forth a correct and complete list identifying list, by country, of each material Company Employee Plan. “Company Employee Plan” means each “"employee benefit plan,” " as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to "ERISA"), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savingsbonus, stock option, stock purchase or other stock-related rights or other forms of incentive or purchase, incentive, deferred compensation, vacation benefitsretirement, health severance and other employee benefit plans, programs and arrangements, and each employment and compensation agreement (other than employment agreements that do not provide for severance, change in control or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority similar payments), or any other similar fringe or welfare benefit which is maintained, administered contributed to, or required to be contributed to by the Company Company, the Purchased Companies, any of their Subsidiaries or any ERISA Affiliate of the Company Affiliates for the benefit of or relating to any current or former employee, independent contractor, officer director or director consultant of the Company Company, the Purchased Companies or any of the Company their Subsidiaries (collectively, “Company Employees”each an "Employee"), or with respect to which the Company Company, any of the Purchased Companies, or any of the Company their Subsidiaries has or could reasonably be expected to may have any Liability. With liability or obligation (collectively, the "Company Plans"). (b) The Company has provided or made available to Purchaser correct and complete copies of: (i) each Company Plan and all material amendments thereto, all related trust documents, and all material written agreements and contracts that are currently in effect relating to each Company Plan; (ii) each material consulting, relocation or repatriation agreement between the Company, the Purchased Companies, or any of their Subsidiaries and any Employee; (iii) the two most recent tax returns (if any) for each Company Plan, if any; (iv) the most recent summary plan description, if any, with respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: ; (Av) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination last approval letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority Body relating to any material compliance issues in respect of any such Company Employee Plan; (F) favorable tax treatment with respect to each Company Employee Plan; (vi) all material correspondence to or from any governmental agency pertaining to any of the Company Plans, in each case which was sent or received in the last two years; (vii) a list of all retirement plans terminated by the Company, the Purchased Companies or any of their Subsidiaries; (viii) all discrimination tests, if any, for each Company Plan that is maintained outside for the United States most recent two plan years; (ix) the “International Employee Plans”)last two annual actuarial valuations, to the extent applicableif any, prepared for each Company Plan; (x) if the Company Plan is funded, the most recent annual report and periodic accounting of the Company Plan's assets; (xi) all material communications to Employees regarding in each case, relating to any amendments, terminations, establishments, increases or similar compliance documents required to be filed decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability under any Company Plan or proposed Company Plan that were given within the last year; and (xii) all prospectuses prepared in connection with any Governmental Authority Company Plan. None of the Company, the Purchased Companies or any of their Subsidiaries has announced a plan or legally binding commitment to create any additional Company Plans with respect to such plan and any Employees or to amend or modify any Company Plans, except as contemplated by this Agreement. (yc) Neither the Company nor any ERISA Affiliate within the United States sponsors, maintains or contributes or has ever sponsored, maintained or contributed to (i) any document comparable plan subject to Title IV of ERISA or Section 412 of the Code, (ii) any "multiemployer plan," as defined in Section 3(37) of ERISA, or (iii) any plan described in Section 413 of the Code. All liabilities with respect to Company Plans that provide health benefits that are not fully insured through an insurance contract are accrued in compliance with GAAP and all such Company Plans are covered by stop-loss insurance policies that have been previously provided to Purchaser. No Company Plan is funded by, associated with or related to a "voluntary employee's beneficiary association" within the meaning of Section 501(c)(9) of the Code. (d) The Company Plans have been maintained in all material respects in accordance with their terms and with all provisions of ERISA, the Code (including rules and regulations thereunder) and other applicable Federal and state Laws and regulations, and none of the Company, the Purchased Companies or any of their Subsidiaries or any "party in interest" or "disqualified person" with respect to the determination letter reference under clause (B) above issued by Company Plans has engaged in a Governmental Authority relating to non-exempt "prohibited transaction" within the satisfaction meaning of all requirements under Applicable Law necessary to obtain Section 4975 of the most favorable Tax treatment and (G) all amendments, modifications Code or supplements Section 406 of ERISA or is subject to any such documentliability or penalty under Section 4975 through 4980B of the Code or Title I of ERISA. None of the Company, the Purchased Companies or any their Subsidiaries, nor any officer or director of the Company, any of the Purchased Companies or any of their Subsidiaries, has any liability under Section 4975 through 4980B of the Code or Title I of ERISA, except for the continuation of health care benefits under the Company Plans in the ordinary Course of Business.

Employee Benefits Plans. (a) Section 4.17(aSchedule 4.14(a) of the Company Disclosure Schedules contains a lists, as of the date hereof, each material Company Benefit Plan. For each material Company Benefit Plan, the Company has made available to Buyer prior to the date hereof correct and complete list identifying each copies of, as applicable: (i) such Company Benefit Plan (or a description, if such plan is not written) and all amendments thereto; (ii) the annual reports on Form 5500 and accompanying schedules and attachments thereto for the most recently completed plan year filed with the IRS; (iii) the most recent summary plan description and all summaries of material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3modifications; (iv) of ERISA (whether or not subject to ERISA)all trust agreements, each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase insurance contracts or other stockfunding arrangements and amendments thereto; (v) the most recent favorable determination or opinion letter from the IRS; (vi) all non-related rights routine documents and correspondence relating thereto received from or other forms provided to the IRS, the Department of incentive or deferred compensationLabor, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), the Pension Benefit Guaranty Corporation or any other similar fringe Governmental Body or welfare benefit which the plan sponsor of any Multiemployer Plan during the past two (2) years; and (vii) all current employee handbooks, manuals and policies. (i) All Company Benefit Plans that are intended to be tax qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received or applied for a favorable determination letter; and (ii) no event has occurred since the date of the most recent determination letter relating to any such Company Pension Plan that would reasonably be expected to adversely affect the qualification of such Company Pension Plan. Each trust created under any such Company Pension Plan is exempt from Tax under Section 501(a) of the Code. (i) All Company Benefit Plans have been maintained and administered in all material respects in accordance with their terms and applicable Laws and (ii) there are no actions, suits, investigations, audits, claims, lawsuits or arbitrations (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened, against or threatened to involve any of the Company Benefit Plans. (d) None of the Acquired Companies nor any of their respective ERISA Affiliates sponsors, maintains or contributes to, or has in the past six (6) years sponsored, maintained, administered or contributed to (or had any obligation to contribute to), and is not obligated to contribute to, and does not reasonably expect to have direct or indirect liability with respect to, a plan which is subject to Section 412 of the Code or Section 302 or Title IV of ERISA, including any Multiemployer Plan. (e) With respect to any Company Benefit Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code, no non-exempt prohibited transaction has occurred that has caused or would reasonably be expected to cause any Acquired Company to incur any material liability under ERISA or the Code. (f) None of the Acquired Companies has any ERISA Affiliate current or projected liability for, and none of the Company Benefit Plans provide for or promises, post-employment or post-retiree health, welfare, life insurance, disability, hospitalization or similar benefits (whether insured or self-insured) for any participant or any beneficiary of a participant, except (i) as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or any similar state Law, (ii) for continuation of benefits through the remainder of the month in which a termination of employment occurs or (iii) with respect to the right to convert a group insurance policy of any of the Acquired Companies to an individual insurance policy coverage through the end of the month following a termination of service. (g) Except as set forth on Schedule 4.14(g) of the Company Disclosure Schedules, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby shall, either alone or in combination with any other event(s), (i) result in any payment or benefit of or relating becoming due to any current or former employeeService Provider, independent contractor(ii) entitle any current or former Service Provider to any payment or benefit, officer including any bonus, retention, severance, retirement or director job security payment or benefit, or (iii) result in the acceleration of the time of payment, funding or vesting of any benefits to any current or former Service Provider under any Company Benefit Plan or (iv) limit or restrict the right of any of Acquired Company or, after the Closing, Buyer, to merge, amend or terminate any Company Subsidiaries Benefit Plan. (h) No Company Benefit Plan, individually or collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has or could would reasonably be expected to have result in the payment of any Liability. With respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan amount that is intended to qualify would not be deductible under Section 401(a) 280G of the Code; . (Ci) the plan documents and summary plan descriptionsNo Acquired Company has any obligation to gross-up, indemnify or a written description otherwise reimburse any current or former Service Provider for any Tax incurred by such Service Provider, including under Section 409A or 4999 of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentCode.

Employee Benefits Plans. (a) Section 4.17(a4.14(a) of the Company Disclosure Schedules contains Schedule lists each Company Benefit Plan other than those providing for de minimis benefits. (b) The Company has made available to Buyer true, correct and complete copies of: (i) all documents embodying or governing each material Company Benefit Plan (or, in the case of any such material Company Benefit Plan that is unwritten, a written description of the material terms thereof) and any funding medium for the Company Employee Plan; (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required); (iii) to the extent applicable, the most recent summary plan description for each Company Benefit Plan (or other descriptions provided to employees, if any) and all modifications thereto; (vi) to the extent applicable, the most recent actuarial valuation report; (v) to the extent applicable, each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan; and (vi) all non-routine correspondence to and from any governmental agency within the past six (6) years. (i) Each Company Benefit Plan has been established, operated, and administered in all material respects in accordance with its terms and all applicable Laws, including without limitation ERISA, the Code, and to the extent applicable, the Patient Protection and Affordable Care Act of 2008, as amended; (ii) no Company Benefit Plan is, or within the past six years has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, self-correction, or similar program; (iii) no litigation or governmental administrative proceeding, audit or other proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge of the Company, threatened with respect to any Company Benefit Plan or any fiduciary thereof and, to the Knowledge of the Company there is no reasonable basis for any such litigation or proceeding; (iv) to the Knowledge of the Company, no litigation or government administrative proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any service provider of any Company Benefit Plan that is related to a Company Benefit Plan; (v) the Company Benefit Plans satisfy in all material respects the minimum coverage, affordability and nondiscrimination requirements under the Code. (d) (i) All Company Benefit Plans that are intended to be tax qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) have received a favorable opinion or advisory letter or has received or applied for a favorable determination letter; and (ii) to the Knowledge of the Company no event has occurred since the date of the most recent opinion, advisory, or determination letter or application therefor relating to any such Company Pension Plan that would reasonably be expected to adversely affect the qualification of such Company Pension Plan or require corrective action to the IRS or Employee Plan Compliance Resolution System to maintain such qualification. The Company has made available to Buyer a correct and complete list identifying copy of the most recent opinion, advisory, or determination letter received with respect to each material Company Employee Pension Plan. “, as well as a correct and complete copy of each pending application for a determination letter, if any. (e) All contributions, premiums and benefit payments under or in connection with the Company Employee Plan” means each “Benefit Plans that are required to have been made as of the date hereof in accordance with the terms of the Company Benefit Plans have been timely made or have been reflected on the unaudited consolidated balance sheet of the Company and the Subsidiaries as at the Balance Sheet Date in accordance with the terms of the Company Benefit Plan and applicable Law. (f) Neither the Company nor any ERISA Affiliate has ever maintained, contributed to, or been required to contribute to or had any liability or obligation (including on account of any ERISA Affiliate) with respect to (whether contingent or otherwise) (i) any employee benefit plan that is or was subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA, (ii) a Multiemployer Plan, (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any “multiple employer plan,” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (v) any “multiple employer welfare arrangement” (as such term is defined in Section 3(33(40) of ERISA), and neither the Company nor any ERISA Affiliate has ever incurred any liability under Title IV of ERISA that has not been paid in full. For purposes of this Agreement, “ERISA Affiliate” means any entity, trade or business that is, or at any applicable time was, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the Company. (whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change g) None of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, the Company Benefit Plans provides health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), care or any other non-pension benefits to any employees after their employment is terminated (other than through the end of the month of termination or as required by COBRA or similar fringe state or local Law) and the Company has not promised to provide such post-termination benefits other than as required by Law and any conversion rights that may be within a fully-insured health or welfare benefit which is maintainedplan. (h) Each Company Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. No payment to be made under any Company Benefit Plan is, administered or contributed to by the Knowledge of the Company, will be, subject to the penalties of Section 409A(a)(1) of the Code. (i) No Company Benefit Plan provides for any tax “gross-up” or any ERISA Affiliate similar “make-whole” payments. (j) Except as separately set forth on Section 4.14(j) of the Company for Disclosure Schedule, neither the execution and delivery of this Agreement, the shareholder approval of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event) (i) result in, or cause the accelerated vesting payment, funding or delivery of, or increase the amount or value of, any payment or benefit of or relating to any current or former employee, independent contractorofficer, officer director or director other service provider of the Company or any of the Company Subsidiaries Subsidiaries; (collectively, “Company Employees”), or with respect to which the Company or ii) further restrict any rights of the Company Subsidiaries has to amend or could reasonably be expected to have any Liability. With respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for terminate any Company Employee Plan that is intended to qualify under Benefit Plan; or (iii) result in any “parachute payment” as defined in Section 401(a280G(b)(2) of the Code; Code (Cwhether or not such payment is considered to be reasonable compensation for services rendered). (k) No Company Benefit Plan is subject to the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) Laws of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained jurisdiction outside the United States States. (l) This Section 4.14 represents the “International Employee Plans”), to sole and exclusive representation and warranty of the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentCompany regarding employee benefit matters.

Employee Benefits Plans. (a) Section 4.17(aSchedule 4.15(a) of the Company Disclosure Schedules contains sets forth a correct and complete list identifying each material Company of all “Employee Plan. “Company Employee PlanBenefit Plans” means each “and all other employee benefit plan,” as defined in Section 3(3) of ERISA (whether programs, agreements, policies, arrangements or not subject to ERISA)payroll practices, each including bonus plans, employment, individual consultingconsulting or other compensation agreements, restrictive covenantcollective bargaining agreements, incentive, equity or equity-based compensation, or deferred compensation arrangements, change of in control, retention termination or severance contractplans or arrangements, planequity purchase, programseverance pay, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensationsick leave, vacation benefitspay, health or salary continuation for disability, hospitalization, medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pensioninsurance, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to scholarship plans and programs maintained by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company contributed or any is obligated to contribute thereunder for current or former Employees (collectively, with statutory social insurance applicable to the Company, the “Company Welfare Plans”). (b) Correct and complete copies of the following documents (if any), with respect to each of the Company Subsidiaries has Welfare Plans, have been made available or could reasonably be expected delivered to have any Liability. With respect to each Company Employee Plan, Purchaser by the Company has Made Available complete and accurate copiesCompany, to the extent applicable, of: (Ai) any plans, all amendments thereto and related trust documents, insurance contracts or other funding arrangements, and amendments thereto; (ii) the most recent annual report on Form 5500 actuarial report; (iii) summary plan descriptions; (iv) written communications to Employees relating to the Company Welfare Plans; and (v) written descriptions of all non-written agreements relating to the Company Welfare Plans. (c) The Company Welfare Plans have been maintained in all material respects in accordance with their terms and with all provisions of applicable Law. No fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Welfare Plans. (d) All contributions and premiums (including all employer contributions and employee salary reduction contributions) required to have been filed with made under any of the IRS for each Company Employee PlanWelfare Plans or by applicable Law (including any funds or trusts established thereunder or in connection therewith) have been made by the due date thereof (including any valid extension), including and all schedules thereto; (B) the most recent determination letter, if any, from the IRS contributions for any period ending on or before the Closing Date that are not yet due will have been paid or sufficient accruals for such contributions and other payments in accordance with GAAP are duly and fully provided for on the Base Date Balance Sheet. (e) There are no pending actions, claims or lawsuits that have been asserted or instituted against the Company Employee Plan that is intended to qualify under Section 401(a) Welfare Plans, the assets of any of the Code; (C) trusts under the plan documents and summary plan descriptionsCompany Welfare Plans or the sponsor or administrator of any of the Company Welfare Plans, or a written description against any fiduciary of the terms (or Company Welfare Plans with respect to offer letters the operation of any of the Company Welfare Plans (other than routine benefit claims), nor does the Company or Sellers have any knowledge of facts that are terminable could form the basis for any such claim or lawsuit. (f) None of the Company Welfare Plans provides for post-employment life or health insurance, benefits or coverage for any participant or any beneficiary of a participant, except at the expense of the participant or the participant’s beneficiary. (g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (i) result in any payment becoming due to any Employee, (ii) increase any benefits otherwise payable under any Company Welfare Plan or do not provide for severance payments(iii) result in the acceleration of the time of payment or vesting of any such benefits under any Company Welfare Plan. (h) Neither the Company nor any of its Subsidiaries has any contract, plan or commitment, whether legally binding or not, to create any additional Company Welfare Plan or to modify any existing Company Welfare Plan. (i) No equity interest, share capital or other security issued by the form Company forms or has formed a material part of such offer letter and any individual offer letter that materially deviates from the form) assets of any Company Employee Plan that is not in writingWelfare Plan. (j) There exists no other Employees except as set forth on the attached Schedule 4.15(j), which schedule shall also list such Employees’ duty, type of job, and total amount of salary and compensation for calendar years 2004, 2005 and 2006. Schedule 4.15(j) shall have listed the Employees by dividing them into two categories: (i) Management Employees; (Dii) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentNon-management Employees.

Employee Benefits Plans. (a) Section 4.17(aSchedule 5.15(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means lists each “employee benefit plan,” (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to “ERISA”)), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each bonus or other Contract, plan, agreement, arrangement or policy (written or oral) providing for incentive compensation, bonusesstock purchase, profitequity or equity-sharingbased compensation, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefitschange in control, health or medical benefitsseverance, employee assistance programsick leave, disability or sick leave benefitsvacation, supplemental unemployment benefitsloans, post-employment or retirement compensation or benefitssalary continuation, pensionhealth, life insurance benefitsand educational assistance plan, supplemental retirement benefits policies, agreements or arrangements (including termination indemnities and seniority payments)i) sponsored by any of the Companies (each, a “Company Benefit Plan”) or any other similar fringe or welfare benefit which is maintained, administered or contributed to (ii) sponsored by the Company or any ERISA Affiliate of the Company Selling Stockholder for the benefit of or relating to any current or former employee, independent contractor, officer or director employee of the Company or any of the Company Subsidiaries Companies (collectivelyeach, a “Company EmployeesSeller Benefit Plan”), or with respect . The Companies have made available to which the Company or any Purchaser correct and complete copies of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to (i) each Company Employee Benefit Plan and Seller Benefit Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (Aii) the most recent annual report reports on Form 5500 required to have been be filed with the IRS for with respect to each Company Employee PlanBenefit Plan (if any such report was required), including all schedules thereto; (Biii) the most recent determination letter, if any, from the IRS summary plan description for each Company Benefit Plan and Seller Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract relating to any Company Employee Benefit Plan. Each Company Benefit Plan is in material compliance with its terms and the applicable provisions of ERISA, the Code and all other applicable Laws. (b) To the Knowledge of the Selling Stockholder, (i) all Company Benefit Plans that is are “employee pension plans” (as defined in Section 3(3) of ERISA) that are intended to qualify be tax qualified under Section 401(a) of the Code; Code (Ceach, a “Company Pension Plan”) are so qualified and (ii) no event has occurred since the plan documents and summary plan descriptions, or a written description date of the terms (most recent determination letter or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority application therefor relating to any material compliance issues in respect of any such Company Employee Pension Plan that would adversely affect the qualification of such Company Pension Plan; (F) . The Companies have made available to Purchaser a correct and complete copy of the most recent determination letter received with respect to each Company Employee Pension Plan that or a correct and complete copy of each pending application for a determination letter, if such determination letter is maintained outside still pending. (c) This Section 5.15 represents the United States (sole and exclusive representation and warranty of the “International Employee Plans”), Selling Stockholder with respect to the extent applicableCompanies’ employee benefit matters. (d) The Company has not incurred any liability under Title IV of ERISA since the effective date of ERISA that has not been satisfied in full (including Sections 4063, 4064 and 4069 of ERISA) and to the Knowledge of the Selling Stockholder, no reasonable basis for any such liability exists. (xe) None of the most recent annual report or similar compliance documents Company Benefit Plans provide for postretirement welfare benefits (other than those required to be filed with provided under Section 4980B of the Code) to be provided to any Governmental Authority Company Employee now or in the future, and no Company has any obligation to make payment to or with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements former employee pursuant to any such documentprevious retiree medical benefit. (f) The Companies do not maintain, administer, contribute to or is required to contribute to any “multiemployer plan” as defined in sections 4001(a)(3) and 3(37) of ERISA that covers one or more employees of the Company (a “Multiemployer Plan”). Neither Company did, at any time, withdraw from a Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 and 4205 of ERISA, respectively, so as to result in a liability of any of the Companies.

Employee Benefits Plans. (a) Section 4.17(aSchedule 5.14(a) of the Company Disclosure Schedules contains a correct true and complete list identifying of each material Company Employee Plan. “Company Employee Plan” means each “"employee benefit plan,” as defined in " (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), including multiemployer plans within the meaning of ERISA (Section 3(37), and all stock purchase, stock option, severance, employment, change of control, bonus, incentive or deferred compensation, employee loan, and all other benefit plans, agreements, programs or policies, whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit under which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer director or director consultant of the Company or any of its Subsidiaries (each, a "Company Employee") has any right to benefits and which are contributed to, sponsored or maintained by the Company Subsidiaries (collectively, “Company Employees”)or any of its Subsidiaries, or with respect to under which the Company or any of the Company its Subsidiaries has had or could reasonably be expected has any liability. All such plans, agreements, programs, policies and arrangements are collectively referred to have any Liability. herein as "Company Benefit Plans." (b) With respect to each Company Employee Benefit Plan, the Company has Made Available made available to Parent prior to the date hereof (i) a current and complete and accurate copiescopy of the plan document and, to the extent applicable, of: any related trust fund or other funding instrument, (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (Bii) the most recent determination letter, if anyapplicable, from (iii) any summary plan descriptions or other written descriptions delivered by the IRS Company or any of its Subsidiaries to the participants concerning such Company Benefit Plan, (iv) for the most recent plan year, copies of all Forms 5500 and accompanying schedules, statements and actuarial valuation reports relating to such Company Benefit Plans, if applicable and (v) a summary of any proposed amendments or changes anticipated (as of the date of this Agreement) to be made to the Company Employee Benefit Plans at any time within the twelve (12) months immediately following the date hereof. (c) Each Company Benefit Plan has been established and administered in accordance with its terms in all material respects, and in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations in all material respects. Each Company Benefit Plan that is intended to qualify under be qualified within the meaning of Section 401(a) of the Code is so qualified, has received a favorable determination letter as to its qualification, and no event or circumstance has occurred or failed to occur that could reasonably be expected to cause the loss of such qualification. No condition exists that would reasonably be expected to subject the Company or its Subsidiaries, either directly or by reason of their affiliation with any member of their "Controlled Group" (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code; ), to any material tax, fine, lien or penalty or other material liability imposed by ERISA, the Code or other applicable laws, rules and regulations. For each Company Benefit Plan with respect to which a Form 5500 has been filed, no material change has occurred with respect to the matters covered by the most recent Form 5500 since the date thereof. No nonexempt "prohibited transaction" (Cas such term is defined in Section 406 of ERISA and 4957 of the Code) has occurred with respect to any Company Benefit Plan that could reasonably be expected to subject the plan documents and summary plan descriptionsCompany or its Subsidiaries to any material liability. Neither the Company nor any of its Subsidiaries has incurred any current or projected material liability in respect of post-employment or post-retirement health, medical, or a written description life insurance benefits for current, former or retired employees of the terms Company or any of its Subsidiaries, except as set forth on Schedule 5.14(c) or except as required to avoid an excise tax under Section 4980B of the Code or except with respect to claims incurred on or before the end of the month in which an employee is terminated or retires or otherwise except as may be required pursuant to any other applicable law. (d) None of the Company Benefit Plans is subject to Title IV or Section 302 of ERISA, and neither the Company nor any member of its Controlled Group has incurred any liability under Title IV or Section 302 of ERISA that remains unsatisfied. Neither the Company nor any member of its Controlled Group has any obligation or liability (contingent or otherwise) to contribute to a multiemployer pension plan within the meaning of ERISA Section 3(37). (e) With respect to any Company Benefit Plan: (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of the Company, threatened, (ii) to the Knowledge of the Company, no facts or circumstances exist that could give rise to any actions, suits or claims and (iii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation, the IRS or other governmental agencies are pending, in progress or, to the Knowledge of the Company, threatened. (f) Except as set forth in Schedule 5.14(f), no Company Benefit Plan exists that, as a result of the execution of this Agreement, stockholder approval of this Agreement, or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)), could: (i) result in severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Company Benefit Plans, (iii) limit or restrict the right of the Company to merge, amend or terminate any of the Company Benefit Plans, (iv) cause the Company to record additional compensation expense on its income statement with respect to any outstanding stock option or other equity-based award, or (v) result in payments under any of the Company Benefit Plans (1) which would not be deductible under Section 280G of the Code or (2) as a result of any excise tax imposed on any employee by Section 4999 of the Code or any comparable federal, state, local or foreign excise tax rule or regulation. (g) Except as set forth in Schedule 5.14(g) or with respect to offer letters that are terminable at will or do not provide for severance paymentsthose Company Benefit Plans mandated by applicable foreign law, the form of such offer letter and any individual offer letter that materially deviates from the form) of any no material Company Employee Benefit Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the jurisdiction of the United States, or covers any employee residing or working outside of the United States (any such Company Benefit Plans either set forth on Schedule 5.14(g) or mandated by applicable foreign law, the “International Employee "Foreign Benefit Plans”"). With respect to any Foreign Benefit Plans, except for such matters which, individually or in the aggregate, would not have a Material Adverse Effect, (i) all Foreign Benefit Plans have been established, maintained and administered in compliance with their terms; (ii) all Foreign Benefit Plans that are required to be funded are fully funded, and with respect to all other Foreign Benefit Plans, adequate reserves therefor have been established on the accounting statements of the applicable Company or Subsidiary entity (to the extent applicable, ); and (xiii) no material liability or obligation of the most recent annual report Company or similar compliance documents required to be filed with any Governmental Authority its Subsidiaries exists with respect to such plan Foreign Benefit Plans that has not been disclosed on Schedule 5.14(g). (h) Sections 5.4, 5.7, 5.8, 5.14 and (y) any document comparable to 5.17 represent the determination letter reference under clause (B) above issued by a Governmental Authority relating to sole and exclusive representations and warranties of the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentCompany regarding employee benefit matters.

Employee Benefits Plans. (a) Section 4.17(a4.18(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), each employment, individual consulting, restrictive covenantcovenants, change of control, retention retention, severance or severance similar contract, plan, program, agreement, arrangement or policy and each other Contractcontract, plan, plan agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, retention, change of control, indemnification, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment employment, retirement benefits (including early retirement or retirement compensation or benefitscompensation, pension, health, medical or life insurance benefits), supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe fringe, welfare or welfare other employee benefit contract, plan, agreement, arrangement or policy which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, consultant, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liabilityliability. With respect to each Company Employee Plan, the Company has Made Available to Parent complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contractscontracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable applicable Law necessary to obtain the most favorable Tax tax treatment and (G) all amendments, modifications or supplements to any such document.

Employee Benefits Plans. (a) Section 4.17(aSchedule 5.14(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means lists each “employee benefit plan,” (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to “ERISA”), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy ) and each any other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stockpurchase, equity-related rights or other forms of incentive or deferred based compensation, vacation benefitsbonus, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefitsincentive compensation, pension, life insurance benefitswelfare benefit, supplemental retirement benefits severance, vacation or change in control plan or agreement (including termination indemnities other than any governmental plan or other statutorily required program, or individual grant agreement) as to which Business Employees participate and seniority paymentswhich (i) is maintained by any Company or applies solely in respect of such current or former employees (each, a “Company Benefit Plan”) or (ii) is maintained by Parent or any of its Affiliates other than the Companies (each a “Parent Benefit Plan”). The Seller Representative has made available to Purchaser correct and complete copies of each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), and with respect thereto, if applicable: (i) the most recent annual reports on Form 5500 required to be filed with the IRS, (ii) the most recent summary plan description and (iii) the currently applicable trust agreement or insurance contract. (b) Each Company Benefit Plan has been administered in all material respects in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except for any other similar fringe or welfare benefit which is maintained, administered or contributed to by the Company or any ERISA Affiliate noncompliance that would not have a Material Adverse Effect. (c) None of the Company Benefit Plans is a pension plan that is intended to be tax-qualified under Section 401(a) of the Code (each, a “Company Pension Plan”). (d) Except as disclosed in Schedule 5.14(d) or as specifically contemplated by this Agreement, no Company Benefit Plan contains any provision or is subject to any law that would prohibit the transactions contemplated by this Agreement or that would result in (i) any increase in the compensation or benefits of any Business Employee, or (ii) the acceleration of payment, funding, or vesting of any rights under any Company Benefit Plan or employment agreement with any of the Companies. The transactions contemplated by this Agreement do not constitute a change in the ownership or effective control of any corporation or in the ownership of a substantial portion of the assets of any corporation for purposes of Section 280G and 4999 of the benefit Code. None of or relating the Business Employees is a “covered employee” to whom Section 162(m) of the Code applies. Except as disclosed in Schedule 5.14(d), none of the Companies is a party to any agreement which would require the payment to any current or former employeeBusiness Employee of an amount necessary to “gross-up” any payment to such individual by reason of any taxes, independent contractorpenalties or interest under Section 409A, officer 457A or director 4999 of the Code. (e) None of the Companies has any obligation or liability, contingent or otherwise, with respect to any multiemployer plan (as defined in Section 4001(a)(3) of ERISA) or any pension plan subject to Title IV of ERISA or, except as disclosed in Schedule 5.14(e), any Parent Benefit Plan which is a defined benefit pension plan subject to Section 75 of the U.K. Pensions Act. With respect to each Company Benefit Plan, there has not occurred any non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that could, if successful, result in any material liability, direct or indirect, for the Companies. (f) All monies withheld from employee paychecks with respect to Parent Benefit Plans have been transferred to the appropriate Plan in a timely manner as required by applicable law. (g) The Companies have not incurred any unsatisfied liability for any penalty with respect to any Company Benefit Plans or Parent Benefit Plans, and no event has occurred and no circumstance exists or has existed that could reasonably give rise to any such liability. There are no pending or, to the Knowledge of Sellers, threatened claims by or on behalf of any Company Benefit Plan or by or on behalf of any participants or beneficiaries of any Company Benefit Plan or other persons alleging any breach of fiduciary duty on the part of the Company or any of its officers, directors or employees under ERISA other than those made in the ordinary operation of such plans for benefits under such plans. No Company Subsidiaries Benefit Plan is presently under audit or examination (collectively, “Company Employees”), nor has notice been received of a potential audit or with respect to which examination) by the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to each Company Employee PlanIRS, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) other governmental entity, and no matters are pending with respect to each any Company Employee Benefit Plan that is maintained outside under any IRS program. (h) All individuals classified by the United States (Companies as independent contractors satisfy and have at all times during the “International Employee Plans”), to period of such classification satisfied the extent applicable, (x) the most recent annual report or similar compliance documents required requirements of applicable law to be filed with so classified. (i) Attached as Schedule 5.14(i) is a true and complete list of employees (other than Business Employees) who have been employed by any Governmental Authority Company or primarily with respect to such plan and (y) any document comparable the Business during the six month period prior to the determination letter reference under clause date hereof in any of the following capacities: (Bi) above issued sales, (ii) operations at the director level or above, or (iii) development at the director level or above, and in each case are employed by a Governmental Authority relating Parent or any of its Subsidiaries on the date hereof but are not employed by any Company or primarily with respect to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentBusiness.

Employee Benefits Plans. (a) Section 4.17(a4.14(a) of the Company Disclosure Schedules contains Schedule sets forth a true, correct and complete list identifying of each material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether “ERISA”)) and each other material bonus, equity or not subject to ERISA)equity-based, each deferred compensation, retirement, employment, individual consulting, restrictive covenantretention, change of control, retention severance or severance contract, other material benefit plan, program, agreement, arrangement policy or policy and each other Contract, plan, agreement, arrangement agreement sponsored or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to maintained by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectivelySubsidiaries, “Company Employees”), or with respect to which the Company or any of the Subsidiaries is a party or as to which the Company or any of the Subsidiaries has any material liability, in each case, for the benefit of current or could reasonably be expected to have any Liability. With respect to each Company Employee Planformer directors, officers, managers, employees or other service providers of the Company or any of the Subsidiaries (each, a “Participant”), other than any governmental or other statutorily mandated plan or program (without regards to materiality, each, a “Company Benefit Plan”). The Company has Made Available made available to Buyer correct and complete and accurate copies, to the extent applicable, copies of: (Ai) each material Company Benefit Plan document and any amendments thereto; (ii) the most recent recently filed annual report on Form 5500 required with respect to each material Company Benefit Plan (if any such report was required); and (iii) any trust agreement or insurance or group annuity contract relating to any Company Benefit Plan. Each Company Benefit Plan has been operated and administered in all material respects in accordance with its terms and applicable Law. There are no material Legal Proceedings pending, or to the Knowledge of the Company, threatened with respect to or involving any Company Benefit Plan (other than routine claims for benefits). (b) All Company Benefit Plans that are intended to be tax qualified under Section 401(a) of the Code have been filed with received a favorable determination or opinion letter, and the IRS for each Company Employee Plan, including all schedules thereto; (B) has made available to Buyer a copy of the most recent determination letteror opinion letter received with respect to each such Company Benefit Plan. To the Knowledge of the Company, if any, from the IRS for no event or omission has occurred that would reasonably be expected to cause any such Company Employee Benefit Plan that is intended to qualify lose its qualification under Section 401(a) of the Code; . (Cc) Within the past six (6) years, neither the Company nor any of the Subsidiaries nor any Commonly Controlled Entity has maintained, sponsored, contributed to or been required to contribute to (i) a plan documents and summary plan descriptionssubject to Section 302 or Title IV of ERISA or Section 412 of the Code, (ii) a “multi-employer plan” within the meaning of Sections 3(37) or Section 4001(a)(3) of ERISA, or (iii) a written description plan with two (2) or more contributing sponsors at least two (2) of whom are not under common control, within the meaning of Section 4063 of ERISA, or (iv) a multiple employer welfare arrangement as defined in Section 3(40) of ERISA To the Knowledge of the terms (or Company, with respect to offer letters that are terminable at will or do not provide for severance paymentsthe Company, the form Subsidiaries or any Commonly Controlled Entity, there does not exist, nor do any circumstances exist that would reasonably be expected to result in, any Controlled Group Liability that would become a Controlled Group Liability of such offer letter the Buyer as a result of the consummation of the Transactions. (d) No Company Benefit Plan provides or promises any health or other welfare benefits (other than severance benefits) to employees after their employment terminates other than as required pursuant to applicable Laws or individual agreements disclosed on Section 4.14(a) of the Company Disclosure Schedule. (e) Except as set forth on Section 4.14(e) of the Company Disclosure Schedule or as contemplated by Article III of this Agreement, none of the execution and delivery of this Agreement or the consummation of the Transactions (in each case, alone or in combination with any individual offer letter other event) will (i) entitle any Participant to any compensation or benefit (including any increase in any pre-existing compensation or benefit), (ii) result in the payment of any amount that materially deviates would not be deductible by the Company and the Subsidiaries by reason of Section 280G of the Code or (iii) with respect to any Company Benefit Plan, accelerate the time of payment, vesting or funding of any compensation or benefit or trigger any other payment or funding obligation. No Participant is entitled to any gross-up, make-whole or other additional payment from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues Subsidiaries in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside Tax or interest or penalty related thereto under Sections 4999 or 409A of the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentCode.

Employee Benefits Plans. (a) Section 4.17(a4.10(a) of the Company Disclosure Schedules contains Letter sets forth a correct true and complete list identifying each material Company Employee Plan. “Company Employee Plan” means of each “employee benefit plan,” as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to “ERISA”), each employmentincentive, individual consultingbonus, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for deferred compensation, bonusescafeteria, profit-sharingmedical, savings, stock optiondisability, stock purchase or equity based compensation, change in control, retention, severance, termination, employment, vacation, medical, employee benefits, fringe benefits, pension or retirement plan, policy, program, practice, agreement, understanding or arrangement, and any other stock-related rights material plan, policy, program, practice, agreement, understanding or arrangement providing compensation or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments)to, or otherwise for the benefit of, any current or former director, officer, employee, independent contractor or other similar fringe service provider (or welfare benefit any dependent or beneficiary thereof) of the Company or any Company Subsidiary, which is are maintained, administered sponsored or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”)Subsidiary, or with respect to which the Company or any of Company Subsidiary is a party or under which the Company Subsidiaries or any Company Subsidiary has any material obligation or could reasonably be expected to have any Liabilityliability, including by reason of having an ERISA Affiliate (each a “Company Benefit Plan”). With respect to each Company Employee Benefit Plan, the Company has Made Available provided or made available to Parent and Sub complete and accurate copiescorrect copies of (i) such Company Benefit Plan, including any related trust documents or other funding vehicles, and (ii) to the extent applicableapplicable with respect to Company Benefit Plans sponsored or maintained by the Company, of: (A) the most recent annual report on Form actuarial valuation reports; the most recent Forms 5500 with all attachments required to have been filed with the IRS for each Company Employee Planor the Department of Labor, including and all schedules thereto; all current summary plan descriptions; all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation or the Department of Labor regarding the qualification or compliance of such plans; and all amendments and modifications to any such document. (Bb) Since January 1, 2011 and to the most recent determination letterCompany’s knowledge prior to that date, if anyeach Company Benefit Plan has been maintained, from in form and operation, and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the IRS for any Code. (c) (i) Each Company Employee Benefit Plan that which is intended to qualify under Section 401(a) of the Code; Code has either received a favorable determination letter from the Internal Revenue Service (Cthe “IRS”) as to its qualified status or may rely upon an opinion letter for a prototype plan, in each case that has not been revoked, and, to the plan documents Company’s knowledge, there are no existing circumstances and summary plan descriptionsno events have occurred that would adversely affect the qualified status of any such Company Benefit Plan or the related trust and (ii) no suit, administrative proceeding, action or other litigation has been brought, or a written description to the knowledge of the terms (Company, is threatened against or with respect to offer letters that are terminable at will any such Company Benefit Plan, including any audit or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from inquiry by the IRS or any office or representative of the U.S. United States Department of Labor (other than routine benefits claims) and, to the knowledge of the Company, there is no reasonable basis for any such suit, proceeding or actions. (d) Since January 1, 2011 and to the Company’s knowledge prior to that date, during the past six years, neither the Company nor any ERISA Affiliate has maintained any Company Benefit Plan or other employee benefit plan that is or was subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA or is a multiemployer plan (as defined in Section 3(37) of ERISA) and to the Company’s knowledge neither the Company nor any ERISA Affiliate has ever incurred any liability under Title IV of ERISA that has not been paid in full. (e) Except as set forth in Section 4.10(e) of the Company Disclosure Letter, no amount paid or payable (whether in cash or property) as a result of or in connection with the consummation of the transactions contemplated by this Agreement to employee, officer, director or other service provider of the Company or any similar Governmental Authority relating Company Subsidiary who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any Company Benefit Plan or otherwise, is or would be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Each Company Benefit Plan or other arrangement to which the Company or any Company Subsidiary is a party or is bound that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) is in documentary and operational compliance with Section 409A of the Code and the applicable guidance issued thereunder in all material respects. (g) No Company Benefit Plan or other arrangement to which the Company or any Company Subsidiary is a party provides for the gross-up or reimbursement for any Taxes imposed under Section 4999 or 409A of the Code. (h) Except as set forth in Section 4.10(h) of the Company Disclosure Letter and as required by Law, no Company Benefit Plan or other agreement or arrangement to which the Company or any Company Subsidiary is a party or is bound provides (or could reasonably be expected to require the Company or any Company Subsidiary to provide) any post-employment medical or life insurance benefits to any material compliance issues Person beyond the period under which they are being paid severance by the Company or a Company Subsidiary. (i) Except as set forth in respect Section 4.10(i) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement (on their own and not in combination with other events or circumstances) will not (i) entitle any current or former director, officer, employee or other service provider who is a natural person of the Company or any Company Subsidiary to any payment, (ii) result in the acceleration of the time of payment or vesting of compensation or benefits, as applicable, or (iii) increase the amount of any payment under any Company Benefit Plan (including any Company Stock Plan). In addition, the Company has provided Parent copies of any employment agreements that have “double trigger” severance obligations. (j) Since January 1, 2011 and to the Company’s knowledge prior to that date, for the past six years, all contributions and premiums required to have been paid by the Company or any of the Company Subsidiaries to any Company Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law have been paid and such Company Employee Plan; Benefits Plan remain valid and in full force and effect. (Fk) with With respect to the Company Benefit Plans, individually and in the aggregate, and in all material respects, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accrued or otherwise properly disclosed in the footnotes in accordance with GAAP, in the financial statements of the Company. (l) No Company Benefit Plan, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code, as a result of the transactions contemplated by this Agreement alone or together with any other event. (m) With respect to the Company Stock Options, (i) each Company Employee Plan Stock Option that is maintained outside expressly intended to qualify as an “incentive stock option” under Section 422 of the United States Code so qualifies except to the extent that the $100,000 limitation rule of Code Section 422 is exceeded or to the extent there was a material modification, (ii) each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “International Employee PlansGrant Date”)) by all necessary corporate action, to the extent including, as applicable, approval by the Board of Directors of the Company (xor a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, (iii) each such grant was made in accordance with the terms of the applicable Company Stock Plan and all other applicable Laws and regulatory rules or requirements, (iv) the most recent annual report or similar compliance documents required per share exercise price of each Company Stock Option was no less than the fair market value (within the meaning of Section 422 of the Code, in the case of each Company Stock Option intended to be filed with any Governmental Authority with respect qualify as an “incentive stock option”, and within the meaning of Section 409A of the Code, in the case of each other Company Stock Option granted to such plan and (yholders of Stock Options who are subject to U.S. taxes) any document comparable to of a share of Company Common Stock on the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentapplicable Grant Date.

Employee Benefits Plans. (a) Section 4.17(aSchedule 4.13(a) of the Company Disclosure Schedules contains a complete and correct and complete list identifying each of all material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any LiabilitySeller Benefit Plans. With respect to each Company Employee Seller Benefit Plan, the Company Seller has Made Available made or caused to be made available to Buyer true, complete and accurate copiescorrect copies of the following documents, to the extent applicable, of: (Ai) all material Seller Benefit Plans, and all amendments thereto, including, all plan documents, material employee communications, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules summary plan descriptions and any material modifications thereto; and (Biii) the most recent IRS determination letterletter or opinion letter with respect to any Seller Benefit Plans intended to be qualified under Section 401(a) of the Code. The Company does not maintain, if anysponsor or contribute to, from and has no Liability with respect to any Seller Benefit Plan or any other employee benefit plan, program or arrangement. (b) Each Seller Benefit Plan has been established, maintained, administered and funded in compliance in all material respects with the IRS terms of such Seller Benefit Plan and applicable Laws (including ERISA and the Code) in respect of the Business Employees. With respect to the Business Employees, all material contributions required to be made under the terms or in respect of any Seller Benefit Plans, collective bargaining or similar agreements or union contracts or applicable Law (including all contributions, insurance premiums or intercompany charges) have been made by the due date thereof (including any valid extension) or fully accrued and reflected in the most recent consolidated balance sheet prior to the date hereof. There are no material Legal Proceedings pending or, to the Knowledge of the Company, threatened by any Governmental Body or by any Business Employee or beneficiary thereof (other than routine claims for benefits or routine appeals thereof) that relate to any Company Employee of the Seller Benefit Plans or the assets of any of the trusts thereunder. Each Seller Benefit Plan that which is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or Code has received a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer favorable determination letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS as to its qualified status or any office or representative a favorable prototype opinion letter from the IRS, and to the Knowledge of the U.S. Department Company, no fact exists and no event has occurred that would reasonably be expected to cause the denial or loss of Labor any such qualified status. (c) No Seller Benefit Plan provides any retiree or any similar Governmental Authority relating post-employment medical or life insurance, benefits or coverage to any material compliance issues Business Employee, except as required under COBRA (or similar state continuation coverage Law) at the sole expense of the participant. The Company does not contribute to (or have an obligations to contribute to), nor within the past six years has contributed to, and no Seller Benefit Plan is (i) a plan subject to Title IV or Section 302 of ERISA of ERISA or Section 412 or 4971 of the Code, (ii) a Multiemployer Plan or (iii) a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA. Neither the Company, nor any ERISA Affiliate, has withdrawn at any time within the preceding six years from any Multiemployer Plan, or incurred any withdrawal liability which remains unsatisfied, and no events have occurred and no circumstances exist that could reasonably be expected to result in any such liability to the Company. No event has occurred and no condition exists that would subject the Company by reason of its affiliation with any ERISA Affiliate to any (i) Tax, penalty, fine, (ii) lien, or (iii) other liability imposed by ERISA, the Code or other applicable Laws, in each case, in respect of any employee benefit plan that is or has been maintained, sponsored, contributed to, or required to be contributed to by any ERISA Affiliate. (d) No Seller Benefit Plan constitutes, in whole or in part, a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) that could reasonably be expected to cause any Business Employee to be subject to Tax under Section 409A of the Code. No Business Employee is entitled to receive any additional payment (including any tax gross-up or other payment) from the Company as a result of the imposition of the excise taxes required by Section 4999 of the Code or any taxes required by Section 409A of the Code. (e) Except as set forth on Schedule 4.13(g), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event) (i) result in any severance or other payment becoming due, or increase the amount of any compensation or benefits due, to any Business Employee or any current or former director, officer, employee or individual independent contractor of the Company, or (ii) result in the acceleration of the time of payment or vesting, or result in any payment or funding of any such Company Employee Plan; (F) compensation or benefits under, or increase the amount of compensation or benefits due under, any Seller Benefit Plan or otherwise with respect to each Company any Business Employee Plan that is maintained outside or any current or former director, officer, employee or individual independent contractor of the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentCompany.

Employee Benefits Plans. (a) Section 4.17(a4.10(a) of the Company Disclosure Schedules contains Letter sets forth a correct true and complete list identifying of each material Company Employee Plan. “Company Employee Plan” means each “"employee benefit plan,” " as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to "ERISA"), each employmentincentive, individual consultingbonus, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for deferred compensation, bonusescafeteria, profit-sharingmedical, savings, stock optiondisability, stock purchase or equity based compensation, change in control, retention, severance, termination, employment, vacation, medical, employee benefits, fringe benefits, pension or retirement plan, policy, program, practice, agreement, understanding or arrangement, and any other stock-related rights material plan, policy, program, practice, agreement, understanding or arrangement providing compensation or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments)to, or otherwise for the benefit of, any current or former director, officer, employee, independent contractor or other similar fringe service provider (or welfare benefit any dependent or beneficiary thereof) of the Company or any Company Subsidiary, whether foreign or domestic, which is are maintained, administered sponsored or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”)Subsidiary, or with respect to which the Company or any of Company Subsidiary is a party or under which the Company Subsidiaries or any Company Subsidiary has any material obligation or could reasonably be expected to have any Liabilityliability, including by reason of having an ERISA Affiliate (each a "Company Benefit Plan"). With respect to each Company Employee Benefit Plan, the Company has Made Available provided or made available to Parent and Sub complete and accurate copiescorrect copies of (i) such Company Benefit Plan, including any related trust documents or other funding vehicles, and (ii) to the extent applicableapplicable with respect to Company Benefit Plans sponsored or maintained by the Company, of: (A) the most recent annual report on Form actuarial valuation reports; the most recent Forms 5500 with all attachments required to have been filed with the IRS for each or the Department of Labor or any similar report filed with any comparable governmental authority in any non-U.S. jurisdiction having jurisdiction over any Company Employee Benefit Plan, including and all schedules thereto; all current summary plan descriptions; all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation or the Department of Labor; and all amendments and modifications to any such document. (Bb) Except as would not reasonably be expected to have a Company Material Adverse Effect, each Company Benefit Plan has been maintained, in form and operation, and administered in accordance with its terms and all applicable Laws, including ERISA and the most recent determination letter, if any, from the IRS for any Code. (c) (i) Each Company Employee Benefit Plan that which is intended to qualify under Section 401(a) of the Code has either received a favorable determination letter from the Internal Revenue Service (the "IRS") as to its qualified status or may rely upon an opinion letter for a prototype plan, in each case that has not been revoked, and, to the Company's knowledge, there are no existing circumstances and no events have occurred that would adversely affect the qualified status of any such Company Benefit Plan or the related trust, (ii) to the knowledge of the Company, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code; , other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Company Benefit Plan that could result in material liability to the Company, and (Ciii) the plan documents and summary plan descriptionsno suit, administrative proceeding, action or other litigation has been brought, or a written description to the knowledge of the terms (Company, is threatened against or with respect to offer letters that are terminable at will any such Company Benefit Plan, including any audit or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from inquiry by the IRS or any office or representative of the U.S. United States Department of Labor (other than routine benefits claims). (d) No Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA or a plan that has two or more contributing sponsors at least two of whom are not under common control within the meaning of Section 4063 of ERISA. (e) Except as set forth in Section 4.10(e) of the Company Disclosure Letter, no amount paid or payable (whether in cash or property) as a result of or in connection with the consummation of the transactions contemplated by this Agreement to employee, officer, director or other service provider of the Company or any similar Governmental Authority relating Company Subsidiary who is a "disqualified individual" (as such term is defined in Treasury Regulation Section 1.280G-1) under any Company Benefit Plan or otherwise, is or would be an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code). (f) Each Company Benefit Plan or other arrangement to which the Company or any Company Subsidiary is a party or is bound that is a "nonqualified deferred compensation plan" (as defined for purposes of Section 409A(d)(1) of the Code) is in documentary and operational compliance with Section 409A of the Code and the applicable guidance issued thereunder in all material respects. (g) No Company Benefit Plan or other arrangement to which the Company or any Company Subsidiary is a party provides for the gross-up or reimbursement for any Taxes imposed under Section 4999 or 409A of the Code. (h) Except as set forth in Section 4.10(h) of the Company Disclosure Letter and as required by Law, no Company Benefit Plan or other agreement or arrangement to which the Company or any Company Subsidiary is a party or is bound provides (or could reasonably be expected to require the Company or any Company Subsidiary to provide) any post-employment medical or life insurance benefits to any material compliance issues Person. (i) Except as set forth in respect Section 4.10(i) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement (including in combination with other events or circumstances) will not (i) entitle any current or former director, officer, employee or other service provider who is a natural person of the Company or any Company Subsidiary to any payment, (ii) result in the acceleration of the time of payment or vesting of compensation or benefits, as applicable, or (iii) increase the amount of any payment under any Company Benefit Plan (including any Company Stock Plan). (j) All contributions and premiums required to have been paid by the Company or any of the Company Subsidiaries to any Company Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law have been paid within the time prescribed by any such plan, agreement and applicable Law, except to the extent failure to do so would not reasonably be expected to have a Company Employee Plan; Material Adverse Effect. (Fk) With respect to the Company Benefit Plans, individually and in the aggregate, and in all material respects, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accrued or otherwise properly disclosed in the footnotes in accordance with GAAP, in the financial statements of the Company. (l) With respect to each Company Employee Benefit Plan that is maintained outside subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the United States Code: (i) the “International Company, the Company Subsidiaries and any ERISA Affiliate has met all applicable minimum funding requirements under Section 412 of the Code and Section 302 of ERISA and each such plan is in compliance with Sections 412, 430 and 436 of the Code and Sections 206(g), 302 and 303 of ERISA, without regard to waivers and variances, (ii) except as set forth in Section 4.10(l) of the Company Disclosure Letter, as of its most recent actuarial valuation, the fair market value of the assets of such Company Employee Plans”Plan equals or exceeds the actuarial present value of all accrued benefits under such Plan (whether or not vested), (iii) except for the transactions contemplated by this Agreement, no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, (iv) all premiums to the Pension Benefit Guaranty Corporation have been timely paid in full, (v) no liability (other than for contributions to Company Benefit Plans not yet due and payable or for premiums payable to the Pension Benefit Guaranty Corporation in the ordinary course) under Title IV of ERISA has been or is expected to be incurred by the Company, any Company Subsidiaries or any ERISA Affiliate, (vi) no violation of Section 409A(b)(3) of the Code has occurred, and (vi) the Pension Benefit Guaranty Corporation has not instituted proceedings to terminate any such Company Benefit Plan and, to the extent applicableCompany's knowledge, (x) no condition exists that would present a reasonable risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the most recent annual report termination of, or similar compliance documents required the appointment of a trustee to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendmentsadminister, modifications or supplements to any such documentCompany Benefit Plan.

Employee Benefits Plans. (a) Section 4.17(aSchedule 5.14(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), lists each employment, individual consultingbonus, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for deferred compensation, bonusesincentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive, severance, change-in-control or termination pay, hospitalization or other medical, disability, life or other insurance, supplemental unemployment benefits, profit-sharing, savingspension or retirement plan, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability agreement or sick leave benefitsarrangement and each other material employee benefit plan, supplemental unemployment benefitsprogram, post-employment agreement or retirement compensation or benefitsarrangement, pensionsponsored, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered maintained or contributed to or required to be contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractorcontractor or director of the Company (the “Company Plans“). Except for amendments that are required for the Company Plans to meet the requirements of applicable law, tax-qualified status under Section 401(a) of the Code, if applicable, or Section 409A of the Code, if applicable, applicable regulatory guidance, the terms of such Company Plans, the Company has no formal plan or commitment, whether legally binding or not, to create any additional Company Plans or modify or change any existing Company Plan that would materially affect any current or former employee, independent contractor or director of the Company. (b) With respect to each of the Company Plans, true and complete copies of each of the following documents, as applicable, have been made available to the Purchaser: (i) a copy of the Company Plan documents (including all amendments thereto) for each written Company Plan or a written description of any Company Plan that is not otherwise in writing; (ii) a copy of the annual report or Internal Revenue Service Form 5500 Series, if required under ERISA or the Code, with respect to each Company Plan for the last three (3) Plan years ending prior to the date of this Agreement for which such a report was filed; (iii) a copy of the actuarial report, if required under ERISA, with respect to each Company Plan subject to ERISA (each, an “ERISA Plan”) for the last three (3) Plan years ending prior to the date of this Agreement for which a report was required; (iv) a copy of the most recent Summary Plan Description (“SPD“), together with all Summaries of Material Modification issued with respect to such SPD, if required under ERISA, with respect to each ERISA Plan, and all other material employee communications relating to each ERISA Plan; (v) if the Company Plan is funded through a trust or any other funding vehicle, a copy of the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof, if any; and (vi) the most recent determination letter received from the Internal Revenue Service (“IRS”) with respect to each Company Plan that is intended to be qualified under Section 401(a) of the Code. (c) None of the Company Plans is (or during the prior 6 years has been) subject to Title IV of ERISA. (d) The Company has not engaged in a transaction or has taken or failed to take any action in connection with a Company Plan that could subject the Company to any material liability for either a civil penalty assessed pursuant to Section 409, 502(i) or 502(l) of ERISA, or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code. (e) All contributions and premiums that the Company and each ERISA Affiliate is required to pay under the terms of each of the ERISA Plans and Section 412 of the Code, have, to the extent due, been paid in full or properly recorded on the financial statements or records of the Company consistent with historical practice or as otherwise required by GAAP, and none of the ERISA Plans or any trust established thereunder has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each of the ERISA Plans ended prior to the date of this Agreement. No lien has been imposed under Section 412(n) of the Code or Section 302(f) of ERISA on the assets of the Company or any ERISA Affiliate, and no event or circumstance has occurred that is reasonably likely to result in the imposition of any such lien on any such assets on account of any ERISA Plan. (f) Each of the Company Plans has been operated and administered in all material respects in accordance with its terms and applicable laws, including ERISA and the Code. (g) Each of the ERISA Plans that is intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified, and with respect to such ERISA Plans, the Company has received a currently effective determination letter from the IRS stating that the ERISA Plan is so qualified, and no event has occurred that would affect such qualified status. (h) Any fund established under an ERISA Plan that is intended to satisfy the requirements of Section 501(c)(9) of the Code has so satisfied such requirements. (i) No Company Plan provides benefits coverage, including without limitation death or medical benefits coverage (whether or not insured), with respect to current or former employees of the Company after retirement or other termination of service (other than coverage (i) mandated by applicable laws or (ii) the full direct cost of which is borne by the current or former employee (or beneficiary thereof)). (j) Except as set forth on Schedule 5.14(a) the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with any other event, (i) entitle any current or former employee, officer or director of the Company to severance pay, unemployment compensation or any other similar termination payment, or (ii) accelerate the time of payment or vesting, or increase the amount of or otherwise enhance any benefit due from the Company Subsidiaries to any such employee, officer or director. (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to each Company Employee Plan, the Company has Made Available complete and accurate copiesk) There are no pending or, to the extent applicableActual Knowledge of the Company, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee PlanHoldings or Sxxxxxx, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for threatened or anticipated claims by any current or former employee or beneficiary under any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide other than routine claims for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”benefits), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such document.

Employee Benefits Plans. (a) Schedule 3.20(a) attached hereto sets forth a list of: (i) all employee benefit plans (within the meaning of Section 4.17(a3(3) of ERISA) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3(ii) of ERISA (whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savingsall bonus, stock option, stock purchase or other purchase, restricted stock-related rights or other forms of incentive or , incentive, deferred compensation, vacation benefits, health retiree medical or medical benefits, employee assistance program, disability or sick leave benefitslife insurance, supplemental unemployment benefitsretirement, postseverance or other benefit plans, programs or arrangements in which employees of the Company participated, with respect to which the Company has any obligation or which are maintained, contributed to or sponsored by the Company or any of its Affiliates for the benefit of any current employee, officer, director or manager or any of its former employees (hereinafter the “Employee Plans”). Each Employee Plan is in writing and, prior to the date hereof, Seller has made available to Purchaser a true and complete copy of each such written Employee Plan, as amended, through the date hereof, together with all related documentation including, without limitation, funding and investment management agreements, summary plan descriptions, the most recent actuarial reports (including, for greater certainty, actuarial valuations in respect of any multi-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority paymentsemployer pension plan), financial statements and asset statements, all material opinions and memoranda (whether externally or internally prepared) and all material correspondence with all regulatory authorities or other relevant Persons. No changes have occurred or, to the knowledge of Seller, are expected to occur which would materially affect the information contained in the actuarial reports, financial statements or asset statements required to be provided to Purchaser pursuant to this provision. The Company has not contributed to or been obligated to contribute to any other similar fringe “multiemployer plan” within the meaning of Section 3(37) of ERISA. The Company has not made any express or welfare benefit which is implied commitment to materially modify, change or terminate any Employee Plan that it has maintained, administered sponsored or contributed to other than a modification, change or termination required by Law. (b) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS that it is so qualified, and each related trust which is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt. (c) No liability under Title IV or Section 302 of ERISA has been incurred by the Company or any ERISA Affiliate of the Company for the benefit of or relating that has not been satisfied in full, and no condition exists that presents a material risk to any current or former employee, independent contractor, officer or director of the Company or any ERISA Affiliate of incurring any such liability, other than liability for premiums due the Company Subsidiaries Pension Benefit Guaranty Corporation (collectively, “Company EmployeesPBGC”), or with respect to ) (which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to premiums have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company paid when due). No Employee Plan that is intended subject to qualify under Section 401(a) 302 or Title IV of ERISA or Section 412 of the Code or any trust established thereunder has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code; (C) the plan documents and summary plan descriptions), whether or a written description not waived, as of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such document.last

Employee Benefits Plans. (a) Section 4.17(aSchedule 5.13(a) of the Company Disclosure Schedules contains a correct and complete list identifying lists each material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether “ERISA”)) and each other material plan, agreement, or not subject arrangement relating to ERISA)deferred compensation, each cash bonus, severance, retention, employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave fringe benefits, supplemental unemployment benefits or other employee benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which in each case that is maintained, administered maintained or contributed to by the Company Group (each, a “Company Benefit Plan”). (b) With respect to each Company Benefit Plan, the Company has made available to Purchaser, to the extent applicable, correct and complete copies of (i) each plan document, (ii) the most recent annual reports on Form 5500 and schedules thereto, (iii) the most recent summary plan description and (iv) a current IRS opinion or favorable determination letter. (c) Each Company Benefit Plan has been administered in all material respects in accordance with its terms and applicable Law. Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code has either received a favorable determination letter from the IRS or may rely on a favorable opinion letter issued by the IRS, and, to the Knowledge of the Company, nothing has occurred since the date of such determination or opinion letter that would reasonably be expected to adversely affect such qualification. (d) Except as would not be reasonably likely to result in a Material Adverse Effect, there are no actions, suits, audits or investigations by any Governmental Body or other claims (except for routine claims for benefits) pending or, to the Knowledge of the Company, threatened, against or involving any Company Benefit Plan. (e) No Company Benefit Plan is a multiemployer plan within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA) (“Multiemployer Plan”), a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA (a “MEWA”) or an arrangement subject to Section 302 or Title IV of ERISA or Section 412 of the Code (a “Title IV Plan”), and during the preceding six (6) years neither the Company nor any ERISA Affiliate has maintained, sponsored or contributed to or been required to contribute to a Multiemployer Plan, MEWA or Title IV Plan. No liability under Title IV of ERISA or Chapter 43 of the Code has been incurred by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries that has or could reasonably be expected to have any Liability. With respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have not been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not satisfied in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentfull.

Employee Benefits Plans. (a) Section 4.17(aSchedule 5.12(a) sets forth a list of the each material Company Disclosure Schedules contains a Benefit Plan or Company Employee Agreement. The Company has made available to Buyer true, correct and complete list identifying copies of (i) each material Company Benefit Plan or Company Employee Plan. “Agreement (or, in the case of any such Company Benefit Plan or Company Employee Agreement that is unwritten, a description thereof) and any amendments, (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description, and any summaries of material modifications, for each Company Benefit Plan for which such summary plan description is required, (iv) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan” means each , and (v) all written communication to or from any Governmental Body materially affecting the Company Benefit Plans or Company Employee Agreements for the past three (3) years. The Company Benefit Plans and Company Employee Agreements are all in material compliance with their terms and the applicable provisions of ERISA, the Code and all other applicable Laws. (b) All Company Benefit Plans that are “employee benefit plan,pension plans” (as defined in Section 3(3) of ERISA (whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy ) and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is are intended to qualify be tax qualified under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters Code that are terminable at will sponsored or do not provide for severance paymentsmaintained by the Company (each, the form of such offer a “Company Pension Plan”) have received a current favorable determination letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative may rely on the opinion letter received by the pre-approved plan sponsor from the IRS with respect to the tax-qualified status thereof and (ii) to the Knowledge of the U.S. Department Company, no event has occurred since the date of Labor the most recent determination or any similar Governmental Authority opinion letter relating to any material compliance issues in respect of any such Company Employee Plan; (F) Pension Plan that would reasonably be expected to result in such Company Pension Plan losing tax-qualified status. The Company has made available to Buyer the most recent determination or opinion letter received with respect to each Company Pension Plan. (c) None of the Company Benefit Plans or Company Employee Agreements provide retiree medical or other retiree welfare benefits to any Person, other than health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA or applicable state laws, and all such coverage is provided solely at the individual’s expense. (d) No Company Benefit Plan that is maintained outside (i) an employee benefit plan subject to Title IV of ERISA or Section 412 of the United States Code or (ii) a “multiemployer plan” (within the “International Employee Plans”meaning of Section 4001(a)(3) of ERISA). Neither the Company nor any Person that, together with the Company is or was (within the past six (6) years) treated as a single employer under Section 414 of the Code, has at any time contributed to, or has had any liability or obligation in respect of, any plan subject to Title IV of ERISA. (e) There are no material claims, actions, administrative agency charges, proceedings or investigations pending or, to the extent applicableKnowledge of the Company, (x) threatened against the most recent annual report or similar compliance documents required to be filed with any Governmental Authority Company with respect to any Company Benefit Plans or Company Employee Agreements (other than claims for benefits in the Ordinary Course of Business). (f) Except as set forth in Schedule 5.12(f), no Company Benefit Plan or Company Employee Agreement exists that, as a result of the execution of this Agreement or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event), would reasonably be expected to (i) result in the payment of severance or any increase in severance pay upon any termination of employment after the date of this Agreement to any employee or (ii) accelerate the time of payment or vesting or result in any forfeiture, payment or funding (through a grantor trust of otherwise) of compensation or benefits under, or increase the amount payable pursuant to, any Company Benefit Plan or Company Employee Agreement with respect to any individual (other than with respect to any portion of the Purchase Price, if any, to which such plan individual is entitled as a Seller). (g) All nonqualified deferred compensation plans (as defined in Section 409A of the Code) of the Company are in compliance with Section 409A of the Code and (y) any document comparable neither the Company Benefit Plans or Company Employee Agreements nor the consummation of the transactions contemplated by this Agreement will cause a participant in such Company Benefit Plan or Company Employee Agreement to be subject to the determination letter reference under clause tax imposed by Section 409A of the Code. (Bh) above issued by a Governmental Authority relating to Upon the satisfaction termination of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendmentsany Company Benefit Plan, modifications or supplements no benefits would be due to any participant other than the benefits described in such documentCompany Benefit Plan. (i) The execution of this Agreement and the consummation of the transactions contemplated hereby will not, as of the Closing, constitute an event under any Company Benefit Plan or Employee Agreement resulting in the payment of any amount that may be deemed an “excess parachute payment” under Section 280G of the Code. (j) The Company has not engaged in a non-exempt “prohibited transaction” within the meaning of Section 4975 of the Code with respect to any Company Benefit Plan. There are no facts or circumstances that would reasonably be expected to result in the imposition on the Company of any Tax under Section 4980H of the Code.

Employee Benefits Plans. (a) Section 4.17(a4.16(a) of the Company Seller Disclosure Schedules contains Schedule sets forth a correct complete and complete accurate list identifying of each material Company Employee Benefit Plan. In addition, Section 4.16(a) of the Seller Disclosure Schedule identifies each such Employee Benefit Plan that is sponsored and maintained by the Company or any of its Subsidiaries exclusively for the benefit of the Business Employees or to which Buyer, the Company or any of its Subsidiaries will have any liability after the Closing Date (each such plan an “Company Employee Assumed Benefit Plan” means and, collectively, the “Assumed Benefit Plans”). Seller has provided or made available to Buyer, to the extent applicable, complete and correct copies of (i) the plan documents (including any trusts or other agreements that implement such plan) (ii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Employee Benefit Plan subject to ERISA, (ii) the most recent summary plan description (or a description of such plan) with respect to each Employee Benefit Plan not subject to ERISA, (iv) the most recent determination letter received from the IRS, (v) the most recent annual report (Form 5500, with all applicable attachments), and (vi) all related trust agreements, insurance contracts, and other funding arrangements that implement each Employee Benefit Plan. (b) Each Employee Benefit Plan and each funding vehicle related to such Employee Benefit Plan is currently in compliance in all material respects with, and has been, funded, administered and operated in material compliance with, its terms, the terms of any applicable collective bargaining agreement and all applicable Laws. Each Employee Benefit Plan that is intended to be a “employee qualified plan” as described in Section 401(a) of the Code has been determined by the IRS to so qualify and such plan has received an opinion, advisory or determination letter stating that such plan is qualified, and there are no facts that would adversely affect such qualification. Seller has provided or made available to Buyer copies of any such opinion, advisory or determination letter with respect to each applicable Employee Benefit Plan. (c) No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Employee Benefit Plan. There are no actions, suits or claims pending or, to the Knowledge of Seller, threatened or reasonably anticipated (other than routine claims for benefits) against any Employee Benefit Plan or against the assets of any Employee Benefit Plan. There are no audits, inquiries or proceedings pending or, to the Knowledge of Seller, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Employee Benefit Plan. (d) Neither the Company nor its ERISA Affiliates maintains, sponsors, contributes to or has any liability or potential liability with respect to (i) any “defined benefit plan,” as defined in Section 3(33(35) of ERISA (whether or not any other plan subject to the funding requirements of Section 412 of the Code or Section 302 of Title IV of ERISA), each employment(ii) any “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA, individual consulting, restrictive covenant, change of control, retention or severance contract, (iii) any employee benefit plan, program, agreement, program or arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing that provides for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pensionmedical, life insurance benefits, supplemental retirement or other welfare-type benefits (other than health continuation coverage required by COBRA). (e) With respect to each Employee Benefit Plan, all contributions (including termination indemnities all employer contributions and seniority payments)employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or any before the Closing Date that are not yet due have been made or properly accrued. All premiums or other similar fringe payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Employee Benefit Plan that is an employee welfare benefit which is maintained, administered or contributed to by plan (as defined in Section 3(1) of ERISA). No Assumed Benefit Plan has any material unfunded liability not accurately accrued on the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries Financial Statements. (collectively, “Company Employees”), or with respect f) There is no Contract to which the Company or any of its Subsidiaries is a party covering any Employee of the Company Subsidiaries has Company, which, individually or collectively, could give rise to the payment of any amount that would not be, or could reasonably be expected not to have be, deductible pursuant to Sections 280G or 404 of the Code in connection with or as a result of the Transactions, either alone or in conjunction with any Liabilityother event (whether contingent or otherwise). With No payment or benefit which has been, will be or may be made with respect to each Company any Employee Planwill, or could reasonably be expected to, be characterized as a “parachute payment,” within the meaning of Section 280G(b)(2) of the Code in connection with or as a result of the Transactions, either alone or in conjunction with any other event (whether contingent or otherwise). There is no Contract to which the Company has Made Available or any ERISA Affiliate is a party or by which it is bound to compensate any Employee for excise Taxes paid pursuant to Section 4999 of the Code. (g) None of the Assumed Benefit Plans provides any separation, severance, termination or similar benefit or accelerate any vesting schedule or alter any benefit structure solely as a result of a change in control of ownership within the meaning of any Assumed Benefit Plans or Section 280G of the Code. (h) Section 4.16(h) of the Seller Disclosure Schedule contains a complete and accurate copies, list of each Contract or plan of the Company or any of its Subsidiaries that is a “nonqualified deferred compensation plan” (as defined for purposes of Code Section 409A(d)(1)) and each such Contract or plan is in documentary and operational compliance with Code Section 409A and the applicable guidance issued thereunder in all material respects. No Person has a right to any gross up or indemnification from the extent applicable, of: (A) the most recent annual report on Form 5500 required Company or any of its Subsidiaries with respect to have been filed with the IRS for each Company any such Employee Benefit Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended payment or arrangement subject to qualify under Section 401(a) 409A of the Code; (C) . Neither the plan documents and summary plan descriptions, Company nor any of its Subsidiaries has any indemnity obligation for any Taxes imposed under Section 4999 or a written description 409A of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentCode.

Employee Benefits Plans. (a) Schedule 3.17(a) sets forth a complete and correct list of each Employee Benefit Plan. With respect to each Employee Benefit Plan, the Company has provided or made available to Parent true, correct and complete copies of: (i) all plan and trust documents and any amendments thereto, summary plan descriptions and insurance contracts; (ii) the most recent Internal Revenue Service opinion or determination letter; (iii) the most recent IRS Form 5500, as filed, in each case if applicable; (iv) written summaries of all unwritten Employee Benefit Plans; and (v) all material communications with or to, and any governmental and regulatory approvals received from, any Governmental Authority. (b) Except as set forth on Schedule 3.17(b), each Employee Benefit Plan has been maintained, funded and administered in compliance with the terms of such Employee Benefit Plan, the applicable requirements of the Code and ERISA and any other applicable Laws. Except as set forth on Schedule 3.17(b), each Employee Benefit Plan intended to be qualified under Section 4.17(a401(a) of the Company Disclosure Schedules contains Code is so qualified and has received a correct favorable determination letter from the Internal Revenue Service, and complete list identifying each material Company no event has occurred or condition exists that could materially adversely affect the qualification of such Employee Benefit Plan. Table of Contents (c) With respect to each Employee Benefit Plan, all payments, premiums, contributions, and reimbursements for all periods ending prior to or as of the Closing Date have been made. There are no Actions (other than routine claims for benefits in the Ordinary Course) pending or currently threatened in writing with respect to any Employee Benefit Plan. (d) None of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates maintains, sponsors, contributes to, has any obligation to contribute to, or has or could have any Liability under or with respect to any defined benefit pension scheme, final salary scheme or any death, disability or retirement benefit calculated by reference to age, salary or length of service, any “Company Employee Plan” means each “employee defined benefit plan,” as defined in Section 3(33(35) of ERISA, a pension plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, a “multiemployer plan,” as defined in Section 3(37) of ERISA or a multiple employer plan (whether within the meaning of Sections 4063-4064 of ERISA and Section 413(c) of the Code). No other trade or not subject to ERISA)business is treated, each employmenttogether with the Company, individual consulting, restrictive covenant, change any of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), its Subsidiaries or any of their respective ERISA Affiliates, as a single employer under Section 414 of the Code or Section 4001 of ERISA and none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has incurred any Liability to or with respect to an Employee Benefit Plan (other similar fringe than with respect to contributions not yet due) or welfare benefit which to the Pension Benefit Guaranty Corporation (other than for the payment of premiums not yet due). None of the Company, any of its Affiliates or any of their respective ERISA Affiliates has incurred, could incur or is maintained, administered or contributed could be contingently liable for any withdrawal liability to by any “multiemployer plan” under Section 4021 of ERISA. No employee of the Company or its Subsidiaries has any ERISA Affiliate claim or right in respect of any benefits payable on early retirement or redundancy under any occupational pension scheme. (e) Except as set forth on Schedule 3.17(e), neither the execution and delivery of this Agreement nor the consummation of the Company for transactions contemplated hereby (either alone or in combination with any other event) will: (i) entitle any Person to any payment, forgiveness of Indebtedness, vesting, distribution, or increase in the benefit amount of benefits or relating compensation due to any Person under or with respect to any Employee Benefit Plan; (ii) result in any acceleration (of vesting, timing or payment of benefits or compensation or otherwise) to any current or former employee, independent contractordirector or consultant under or with respect to any Employee Benefit Plan or otherwise; (iii) trigger any obligation to fund any benefit, officer compensation amount or director other obligation under Employee Benefit Plan; (iv) create any limitation or restriction on the right of the Company or any of its Subsidiaries to merge, amend or terminate any Employee Benefit Plan; or (v) give rise to the Company Subsidiaries (collectivelypayment of any amount that would not be deductible by Parent, “Company Employees”), the Surviving Corporation or with respect to which the Company or any their respective Affiliates by reason of Section 280G of the Company Subsidiaries has Code or would be subject to withholding under Section 4999 of the Code. (f) There is no agreement, plan, arrangement or other contract covering any employee, director or consultant that, considered individually or considered collectively with any Table of Contents other such agreements, plans, arrangements or other contracts, will, or could reasonably be expected to have any Liability. With respect to each Company Employee Planto, the Company has Made Available complete and accurate copies, give rise directly or indirectly to the extent applicable, of: (A) payment of any amount that would be characterized as a “parachute payment” within the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under meaning of Section 401(a280G(b)(2) of the Code; . (Cg) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Each Employee Benefit Plan that is not in writing; a nonqualified deferred compensation plan (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative as defined under Section 409A of the U.S. Department Code) satisfies the applicable requirements of Labor or any similar Governmental Authority relating to any material Sections 409A(a)(2),(3), and (4) of the Code and all Treasury Regulations promulgated thereunder, and has, since January 1, 2005, been operated in good faith compliance issues in respect with Sections 409A(a)(2), (3), and (4) of any such Company the Code and all Treasury Regulations promulgated thereunder. (h) Each Employee Plan; (F) with respect to each Company Employee Benefit Plan that is maintained for the benefit of employees who perform their services outside the United States (the “International Employee PlansForeign Plan”)) and related trust, to the extent applicableif any, complies with and has been administered in material compliance with (xA) the most recent annual report Laws of the applicable foreign country and (B) their terms and the terms of any Collective Bargaining Agreement and, in each case, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority questioning or similar compliance documents challenging such compliance. (i) (A) Each Foreign Plan which, under the Laws of the applicable foreign country, is required to be filed registered or approved by any Governmental Authority, has been so registered or approved; (B) all contributions to each Foreign Plan required to be made by the Company or its Subsidiaries through the Effective Date have been or shall be made or, if applicable, shall be accrued in accordance with country-specific accounting practices; (C) there are no unresolved claims or disputes under the terms of, or in connection with, the Foreign Plans other than claims for benefits which are payable in the ordinary course; (D) there are no governmental audits or investigations pending or threatened in connection with any Governmental Authority Foreign Plan; and (E) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Effective Time, with respect to all current and former participants in such plan and (y) any document comparable according to the determination letter reference under clause (B) above issued actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Plan and no transaction contemplated by a Governmental Authority relating this Agreement shall cause such assets or insurance obligations to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any be less than such documentbenefit obligations.

Employee Benefits Plans. (a) Section 4.17(aSchedule 3.12(a) of the Company Seller Disclosure Schedules contains a correct and complete list identifying Letter lists each material Company (A) Employee Plan. “Company Employee Plan” means each “employee Benefit Plan that the Sellers maintain or to which the Sellers contribute for the benefit plan,” as defined in Section 3(3of Business Employees, (B) of ERISA (whether or not subject to ERISA)all bonus, each employmentpension, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-profit sharing, savings, stock optionseverance, stock purchase or other stock-related rights or other forms of incentive or retirement, deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefitsincentive plans, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), programs or any other similar fringe or welfare benefit which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company arrangements for the benefit of Business Employees, (C) all other fringe or relating employee benefit plans, programs or arrangements that apply to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries Business Employees and (collectivelyD) all employment or executive compensation or severance agreements, “Company Employees”)written or otherwise, as to which unsatisfied obligations of any Seller remain for the benefit of, or with respect to which the Company or relating to, any of the Company Subsidiaries has or could reasonably be expected to have any Liability. Business Employee. (b) With respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, ofBusiness Employees: (A) each Seller is in compliance in all respects with all currently applicable Legal Requirements respecting employment, human rights in employment, pay equity, terms and conditions of employment, employment standards (including wages, hours, vacation and overtime), labor relations, worker classification (including the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Planproper classification of workers as independent contractors and consultants, including all schedules theretoand as employees and managers), occupational health and safety, workplace safety and insurance, and employment practices and policies; (B) the most recent determination letter, if any, from the IRS no Seller is liable for any Company arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing Legal Requirements; (C) no Seller is liable for any material payment to any trust or other fund or to any Governmental Entity with respect to employment insurance, workplace safety and insurance, employment standards or other benefits or obligations for any of its employees (other than routine payments to be made in the Ordinary Course of Business); and (D) no labor organization or group of employees of any Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. There are no organizing activities, strikes, work stoppages, slowdowns, lockouts, arbitrations or material grievances, or other labor disputes pending or threatened against or involving the Sellers involving or affecting any of the Business Employees. (c) The Acquired Assets are not now nor will they after the passage of time be subject to any Lien imposed under Code Section 412(n) by reason of the failure of any Seller or any ERISA Affiliates to make timely installments or other payments required by Code Section 412. (d) All contributions (including all employer contributions and employee salary reduction contributions) that are due have been made to each such Employee Benefit Plan that is an Employee Pension Benefit Plan. All premiums or other payments that are due have been paid with respect to each such Employee Benefit Plan that is an Employee Welfare Benefit Plan. (e) Any Employee Benefit Plan in which the Business Employees participate and which is intended to qualify be qualified under Section 401(a) of the Code has either obtained from the Internal Revenue Service a favorable determination letter as to its qualified status under the Code; , including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has applied (Cor has time remaining in which to apply) to the Internal Revenue Service for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or Internal Revenue Service pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination or has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained by the plan documents sponsor and summary plan descriptionsis valid as to the adopting employer. The Sellers have also made available to the Purchaser a true, or a written description correct and complete copy of the terms (most recent Internal Revenue Service determination or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer opinion letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) issued with respect to each Company such Employee Benefit Plan, and, to the knowledge of the Sellers, nothing has occurred since the issuance of each such letter which would reasonably be expected to cause the loss of the Tax qualified status of any Employee Benefit Plan in which the Business Employees participate and which is subject to Section 401(a) of the Code, and such plan has been operated in compliance with all applicable law. Neither the Sellers nor any Subsidiary sponsors or maintains any self-funded Employee Benefit Plan, including any plan that includes stop-loss coverage. Each such Employee Benefit Plan that is maintained outside intended to meet the United States (requirements of a “qualified plan” under Code Section 401(a) has received a determination letter from the “International Employee Plans”), Internal Revenue Service to the extent applicableeffect that it meets the requirements of Code Section 401(a). (f) Each Employee Benefit Plan under which any Business Employees participate is now and always has been operated in all material respects in accordance with its terms and is current with the requirements of all applicable Legal Requirements, including ERISA and the Code. (xg) the most recent annual report No Seller maintains, sponsors or contributes to any Employee Pension Benefit Plan that is a “defined benefit plan” (as defined in ERISA Section (35)). (h) No Seller is a party to any collective bargaining agreement or any other Contract with any trade or labor union, employees’ association or similar compliance documents required to be filed with any Governmental Authority organization with respect to the Business Employees. There are no strikes or labor disputes pending or threatened involving Business Employees, or any attempts at union organization by or among any Business Employees. (i) There are no grievances, disputes or controversies pending or threatened between the Sellers and any of their respective Business Employees or Business Contractors. No Seller is currently subject to any claims by any such plan and present or former Business Employees or Business Contractors, including, without limitation, any claims for wages, salaries, commissions or benefits. (yj) No Employee Benefit Plan (other than life insurance arrangements) provides post-termination or retiree welfare benefits to any Business Employee or Business Contractor, except as may be required by Applicable Laws. (k) No Seller is a party to any: (1) Contract with any Person the benefits of which are contingent, or the terms of which will be materially altered, upon the consummation of the Asset Purchase; or (2) Employee Benefit Plan in which Business Employees or Business Contractors are party to or participate in, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the consummation of the Asset Purchase, or any event subsequent to the consummation of the Asset Purchase such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of the Asset Purchase. (l) There has been no termination or partial termination of any Employee Benefit Plan within the meaning of Section 411(d)(3) of the Code. (m) No Seller has any Employee Benefit Plan which constitutes, or has since the enactment of ERISA, constituted, (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a “multiple employer plan” as defined in ERISA or Code Section 413(c), (iii) a “funded welfare plan” within the meaning of Code Section 419 or (iv) any document comparable “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). No Employee Benefit Plan is or has ever been subject to Title IV of ERISA. (n) Following the determination letter reference under clause (B) above issued by a Governmental Authority Closing, the Sellers and the Purchaser will have no Liability to any of the Business Employees who become employees of the Purchaser or its Affiliates for any accrued and unpaid wages, salaries, paid time off or severance payments relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to such Business Employee’s employment with any such documentSeller.

Employee Benefits Plans. (a) Section 4.17(aSchedule 4.15(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means lists each “employee benefit plan,” (as defined in ERISA) and any other plan, Contract or policy providing bonuses, profit sharing benefits, pension benefits, compensation, deferred compensation, stock options, phantom stock, stock appreciation rights, stock purchase rights, fringe benefits, severance payments, post-retirement benefits, scholarships, health and welfare benefits, disability benefits, sick leave pay, vacation pay, commissions, payroll practices, retention payments or other benefits (each such plan, Contract or policy is referred to herein as a “Company Benefit Plan”) that: (i) the Company sponsors or has or could have Liability with respect to, or has or could have any obligation to contribute to for the benefit of current or former employees, directors, or any other Person performing services for the Company. The Company has delivered to Alarm true, correct and complete copies of: (i) each Company Benefit Plan document, any amendments thereto, and all documents embodying and relating to such Company Benefit Plan, including third-party services agreements, investment management contracts, and any other administrative services agreement; (ii) annual reports including Forms 5500 (with schedules attached), 990 and 1041 for the preceding three (3) years for the plan and any related trust; (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; (iv) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan; (v) each communication within the preceding 12 months involving a plan or any related trust to or from the IRS, Department of Labor (“DOL”), Pension Benefit Guaranty Corporation (PBGC) or any other Governmental Body; and (vi) the most recent determination letter received from the IRS pertaining to any Company Benefit Plan that is a Company Pension Plan (as defined below). (b) Schedule 4.15(b) lists each voluntary benefit plan available to employees which is considered to be exempt from ERISA under DOL Regulation Section 2510.3-1(j). (c) Each Company Benefit Plan maintained, contributed to or required to be contributed to by the Company has been administered in all respects in accordance with its terms and with the applicable provisions of ERISA, the Code (including the rules and regulations thereunder) and all other applicable Laws. (d) Schedule 4.15(d) lists each Company Benefit Plan that is an “employee pension benefit plan” (as defined in Section 3(33(2) of ERISA ERISA) that is intended to be tax qualified under Section 401(a) of the Code (whether or not subject to ERISAeach, a “Company Pension Plan”), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is . All Company Pension Plans that are maintained, administered contributed to or required to be contributed to by the Company or any ERISA Affiliate are so qualified. No event has occurred since the date of the Company for the benefit of most recent determination letter or application therefor relating to any current such Company Pension Plan that would adversely affect the qualification of such Company Pension Plan. No Legal Proceeding (other than routine benefit claims) has been asserted or former employeeinstituted or to the Knowledge of the Company, independent contractorthreatened against any Company Benefit Plan, officer any trustee or director of fiduciaries thereof, the Company or any of the Company Subsidiaries (collectivelyERISA Affiliate, “Company Employees”), or with respect to which the Company or any of the assets of any Company Subsidiaries has Benefit Plan or could reasonably be expected to have any Liability. With respect to related trust. (e) Schedule 4.15(e) lists each Company Employee PlanBenefit Plan that is a “nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1)). Each of the Company’s nonqualified deferred compensation plans has been, since January 1, 2005, in compliance with Code Section 409A, Internal Revenue Service Notice 2005-1, and all applicable notices, guidance, and regulations as may be in effect from time to time. No stock option granted under any Company Benefit Plan has an exercise price that has been or may be less than the fair market value of the underlying stock as of the date such option was granted or has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option. (f) All contributions, deferrals, premiums and benefit payments under or in connection with the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 Benefit Plans that are required to have been filed made as of the Closing will have been (or will be) timely made or have been reflected on the Reference Balance Sheet. No Company Pension Plan has an “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived. (g) Except as set forth on Schedule 4.15(g), the Company and its ERISA Affiliates do not currently maintain, contribute to or participate in, nor at any time have any of them had an obligation to maintain, contribute to, or otherwise participate in any employee benefit plans that are “multiemployer plans” (within the meaning of Section 3(37) of ERISA or Code Section 414(f)), “multiple employer plans” (within the meaning of Code Section 413(c)), plans that are subject to the provisions of Title IV of ERISA, or a welfare plan that is a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). Except as set forth on Schedule 4.15(g), neither the Company nor any of their ERISA Affiliates (i) has withdrawn or partially withdrawn from any multiemployer plan, or (ii) has any withdrawal liabilities with respect to any such plans. (h) Each of the Company and its ERISA Affiliates, each Company Benefit Plan and each Company Benefit Plan “sponsor” or “administrator” (within the meaning of Section 3(16) of ERISA) has complied in all respects with the IRS applicable requirements of Section 4980B of the Code and Section 601 et seq. of ERISA (such statutory provisions and predecessors thereof are referred to herein collectively as “COBRA”) and any comparable state Law. Schedule 4.15(h) lists the name of each Covered Employee who has experienced a “Qualifying Event” (as defined in COBRA) with respect to any Company Benefit Plan for purposes of “Continuation Coverage” (as defined in COBRA) and whose maximum period for Continuation Coverage required by COBRA or state Law has not expired. Schedule 4.15(h) also lists the name of each Covered Employee who is on leave of absence (paid or unpaid) and whether such person is eligible for Continuation Coverage. (i) The Company and each Company Employee PlanBenefit Plan are in compliance with the applicable provisions of the Health Insurance Portability and Accountability Act of 1996, including all schedules thereto; as amended (B“HIPAA”) and the most recent determination letterPatient Protection and Affordable Care Act, if anyas amended (“PPACA”), from including, but not limited to, any applicable notice and/or disclosure requirements thereunder. (j) The Company has the IRS requisite power to amend and/or terminate each Company Benefit Plan without prior notice or approval. The consummation of the transactions contemplated by this Agreement will not give rise to any Liability for any employee benefits payable by the Company. No Company Employee Benefit Plan that is intended to qualify provides for post-employment benefits of any kind whatsoever (other than under COBRA, the Federal Social Security Act or any Company Benefit Plan qualified under Section 401(a) of the Code; (C) the plan documents and summary plan descriptionsto any former director or employee of, or a written description other provider of services to, the terms Company or an ERISA Affiliate (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect a beneficiary of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”Person), nor have any representations, agreements, covenants or commitments been made to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to provide such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentbenefits.

Employee Benefits Plans. (a) Section 4.17(aSchedule 5.16(a) sets forth a complete and correct list of the Company Disclosure Schedules contains a correct all (i) employment, consulting, severance or other compensation Contract, (ii) deferred compensation, executive compensation, bonus or other incentive compensation, gratuity, provident fund, superannuation fund, vacation pay, sickness, disability, death benefit, life insurance, employee stock option or stock purchase, club membership, educational assistance, severance pay, or termination plan, arrangement, or practice, and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each “(iii) other employee benefit plan,” as defined in Section 3(3) , program or arrangement, any of ERISA (whether or not subject which relates to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current employees or former employee, independent contractor, officer or director employees of the Company or any of the Company its Subsidiaries (collectively, “Company Employees”), or with in respect to of which the Company or any of its Subsidiaries has any Liability or obligation (contingent or otherwise) (the "Company Benefit Plans"). Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due, or increase the amount of compensation due, to any employee or former employee of the Company Subsidiaries has or could reasonably be expected to have any Liabilityof its Subsidiaries, (ii) increase any benefits otherwise payable under any Company Benefit Plan, or (iii) result in the acceleration of the time of payment or vesting of any such benefits. With respect to each Company Employee Benefit Plan, the Company has Made Available made available to Purchaser complete and accurate copiescorrect copies of all descriptions distributed to employees or set forth in any manuals or other documents, to the extent applicabletext of the Company Benefit Plan and of any trust, of: insurance or annuity contract maintained in connection therewith. (Ab) the most recent annual report on Form 5500 All contributions required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices be made to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Benefit Plan that with respect to the service of employees, former employees or other individuals with the Company or any of its Subsidiaries prior to the date hereof have been made or have been accrued for in the applicable Balance Sheet or in the books and records of the Company or its Subsidiaries for periods after the applicable Balance Sheet Date. (c) Each Company Benefit Plan has in all material respects been administered to date in accordance with applicable Laws and with the terms and provisions of all documents or Contracts pursuant to which such Company Benefit Plan is maintained outside the United States (the “International Employee Plans”)maintained, except as otherwise permitted by Law; there is no dispute, arbitration, claim, suit or grievance, pending or, to the extent applicableKnowledge of the Company, threatened, involving a Company Benefit Plan (x) other than routine claims for benefits), and there are no matters pending as to which the most recent annual report or similar compliance documents required to be filed with Company has received written notice from any Governmental Authority Body with respect to such plan and a Company Benefit Plan. (yd) any document comparable to Except as required by Law, none of the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications Company Benefit Plans provides for post-retirement life insurance or supplements health benefits coverage to any such documentparticipant or any beneficiary of a participant. (e) No loan has been granted by the Company or any of its Subsidiaries to any employee, except for amounts pursuant to travel, entertainment and other similar expenses made in accordance with the Company's policies.

Employee Benefits Plans. (a) Section 4.17(aSchedule 6.13(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means lists each “employee benefit plan,” (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether “ERISA”)) and any other material employee benefit, bonus or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for incentive compensation, bonusesstock option or other equity-based award, deferred compensation, profit-sharing, savings, stock option, stock purchase retirement or other stock-related rights or other forms of incentive or deferred compensationsupplemental unemployment benefit, vacation benefitsor severance plan, health policy or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered agreement maintained or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”)Subsidiaries, or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to may have any Liabilityliability (contingent or otherwise) (each plan, policy or agreement required to be so listed, an “Employee Benefit Plan”). With respect Seller has made available to Purchaser correct and complete copies of (i) each Company Employee PlanBenefit Plan (or, in the Company has Made Available complete and accurate copiescase of any such Employee Benefit Plan that is unwritten, to the extent applicabledescriptions thereof), of: (Aii) the most recent annual report reports on Form 5500 (including all schedules and attachments thereto) required to have been be filed with the IRS for with respect to each Company Employee PlanBenefit Plan (if any such report was required), including all schedules thereto; (Biii) the most recent summary plan description for each Employee Benefit Plan for which such summary plan description is required (including any summaries of material modifications thereto), (iv) each trust agreement and insurance or group annuity contract relating to any Employee Benefit Plan, (v) the most recent annual actuarial valuations, if any, for each Employee Benefit Plan, and (vi) the most recent IRS determination letter, if any, from for each Employee Benefit Plan. Each Employee Benefit Plan has been administered in all material respects in accordance with its terms. The Company, the IRS Subsidiaries and all of the Employee Benefit Plans are in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except for any Company noncompliance that would not reasonably be expected to have a Material Adverse Effect. (b) All Employee Plan Benefit Plans that is are “employee pension plans” (as defined in Section 3(3) of ERISA) that are intended to qualify be tax qualified under Section 401(a) of the Code (each, an “Employee Pension Plan”) are so qualified, and no event has occurred since the date of the most recent determination letter or application therefor relating to any such Employee Pension Plan that would adversely affect the qualification of such Employee Pension Plan. Seller has made available to Purchaser a correct and complete copy of the most recent determination letter received with respect to each Employee Pension Plan. (c) Except as set forth on Schedule 6.13(c), all contributions, premiums and benefit payments under or in connection with the Employee Benefit Plans that are required to have been made as of the Balance Sheet Date in accordance with the terms of the Employee Benefit Plans have been timely made or have been reflected on the Balance Sheet to the extent required in accordance with GAAP. No Employee Pension Plan has an “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA or Section 412 of the Code; ), whether or not waived. (Cd) There is no contract, plan or arrangement covering any employee or former employee of the plan documents Company or any of its Subsidiaries that, individually or collectively, would give rise to an excess parachute payment as a result of the transactions contemplated by this Agreement that would not be deductible by the Company or such Subsidiary by reason of Section 280G of the Code. (e) Except as otherwise contemplated by this Agreement or as set forth in Schedule 6.13(e), the execution of this Agreement and summary plan descriptionsthe consummation of the transactions contemplated by this Agreement (alone or together with any other event which, standing alone, would not by itself trigger such entitlement or acceleration) will not (1) entitle any Person to any payment, forgiveness of indebtedness, vesting, distribution, or a written description of the terms (increase in benefits under or with respect to offer letters that are terminable at will any Employee Benefit Plan, (2) otherwise trigger any acceleration of vesting or do not provide for severance payments, the form payment of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies benefits under or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each any Employee Benefit Plan, or (3) trigger any obligation to fund any Employee Benefit Plan. (f) The Company Employee Plan that has made available to Purchaser a complete and accurate list of the titles and current annual salary rates of, and all bonuses paid or payable within the past twelve (12) months to, all present officers and senior management employees whose annual (or annualized) rate of compensation (base salary and target bonus) exceeds $100,000. (g) No material action, suit or claim is maintained outside the United States (the “International Employee Plans”)pending or, to the extent applicableKnowledge of Seller, threatened against or with respect to any Employee Benefit Plan or the assets or any fiduciary thereof (xin that Person’s capacity as a fiduciary of such Employee Benefit Plan). There are no material audits or proceedings pending or threatened in writing by the IRS, Department of Labor, or other Governmental Body with respect to any Employee Benefit Plan. (h) No plan currently or in the most recent annual report past six years maintained, sponsored, contributed to or similar compliance documents required to be filed contributed to by the Company, any of its Subsidiaries, or any of their respective current or former ERISA Affiliates is or was (1) a “multiemployer plan” as defined in Section 3(37) of ERISA, (2) a plan described in Section 413 of the Code, (3) a plan subject to Title IV of ERISA, (4) a plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA, or (5) a plan maintained in connection with any Governmental Authority trust described in Section 501(c)(9) of the Code. The term “ERISA Affiliate” means any Person that, together with respect to such plan and the Company or any of its Subsidiaries, would be deemed a “single employer” within the meaning of Section 414(b), (yc), (m) any document comparable to or (o) of the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentCode.

Employee Benefits Plans. (a) Section 4.17(aSchedule 5.15(a) of the Company Disclosure Schedules contains a correct and complete list identifying lists each material Company Employee Plan. “Company Employee Plan” means each “"employee benefit plan,” " (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether "ERISA")) and any other pension, profit sharing, bonus, incentive compensation, stock ownership, stock purchase, stock appreciation, severance, retirement, disability, health care, sick leave, dental, life insurance, accident insurance, vacation, death benefit, severance, employee welfare, group insurance or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, any other employee plan, program, agreementarrangement, arrangement policy or policy Contract which is provided to, for the benefit of, or relate to current or former employees or directors of the Company or any dependents thereof (each, a "Company Benefit Plan"). The Company has made available to Purchaser true, correct and complete copies of (i) each other ContractCompany Benefit Plan (or, planin the case of any such Company Benefit Plan that is unwritten, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority paymentsdescriptions thereof), (ii) the three most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract relating to any other similar fringe or welfare benefit which is Company Benefit Plan. Each Company Benefit Plan maintained, administered contributed to or required to be contributed to by the Company or any ERISA Affiliate has been administered in all material respects in accordance with its terms and, if applicable, the terms of its summary plan description. The Company and all the Company Benefit Plans are all in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. The Company is the sole sponsor of the Company for the benefit of or relating Benefit Plans to any current or former employeewhich it contributes, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”)sponsors, or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liabilityowes liability. With respect to each Company Employee PlanExcept as set forth in Schedule 5.15(a), the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for can terminate each Company Employee Benefit Plan without payment of any additional compensation or other amount or any additional vesting or acceleration of any benefits provided under any such Company Benefit Plan, including all schedules thereto; . (Bb) the most recent determination letter, if any, from the IRS for any All Company Employee Plan Benefit Plans that is are "employee pension plans" (as defined in Section 3(3) of ERISA) that are intended to qualify be tax qualified under Section 401(a) of the Code; Code (Ceach, a "Company Pension Plan") that is maintained, contributed to or required to be contributed to by the plan documents and summary plan descriptions, or a written description Company is so qualified. No event has occurred since the date of the terms (most recent determination letter or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority application therefor relating to any material compliance issues in respect of any such Company Employee Pension Plan that would adversely affect the qualification of such Company Pension Plan; (F) . The Company has made available to Purchaser a correct and complete copy of the most recent determination letter received with respect to each Company Employee Pension Plan that is maintained outside the United States (the “International Employee Plans”)maintained, contributed to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed contributed to by the Company, as well as a correct and complete copy of each pending application for a determination letter, if any. (c) All contributions, premiums and benefit payments under or in connection with the Company Benefit Plans that are required to have been made hereof in accordance with the terms of the Company Benefit Plans have been timely made or have been reflected on the books and records of the Company. No Company Pension Plan has an "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived. To the Knowledge of the Company, no reportable event has occurred in connection with any Governmental Authority with respect to such plan Company Benefit Plan. To the Knowledge of the Company, no Company Benefit Plan and (y) no trustee or administrator of any document comparable to Company Benefit Plan has engaged in any "prohibited transaction" as defined in ERISA and the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentCode.

Employee Benefits Plans. (a) Section Schedule 4.17(a) of the Company Disclosure Schedules contains a correct true and complete list identifying of each material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA)plan including all stock purchase, each stock option, severance, employment, individual consulting, restrictive covenant, change of control, retention or severance contractbonus, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensationcompensation benefit plans, vacation benefitsagreements, health programs or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits policies (including termination indemnities and seniority payments)payments which become due as a result of the change in ownership in the Company as contemplated herein, or but excluding any other similar fringe or welfare benefit which is maintained, administered or contributed to payments payable by the Company or any ERISA Affiliate of Sellers for which the Company for the benefit of or relating to and its Subsidiaries have no liability) and pension and other retirement arrangements under which any current or former employee, independent contractor, officer or director employee of the Company or any of its Subsidiaries has any right to benefits sponsored or maintained by the Company Subsidiaries (collectively, “Company Employees”), or with respect to under which the Company or any of the Company its Subsidiaries has had or could reasonably be expected has any liability. All such plans, agreements, programs, policies and arrangements are collectively referred to have any Liability. herein as “Company Benefit Plans.” (b) With respect to each Company Employee Benefit Plan, the Company has Made Available made available to Purchaser (i) a current and complete and accurate copiescopy of the plan document and, to the extent applicable, of: any related trust fund or other funding instrument, (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (Bii) the most recent determination letter, if anyapplicable, (iii) any summary plan descriptions or other written descriptions delivered by the Company to the participants concerning such Company Benefit Plan and (iv) concerning the most recent plan year, copies of all actuarial valuation reports relating to such Company Benefit Plans, if applicable. (c) The Company Benefit Plans comply with German law except to the extent such non-compliance would not be reasonably expected to have a Material Adverse Effect. The Company and its Subsidiaries have fulfilled in all material respect the liabilities that exist in connection with these agreements and promises and are due by the Closing Date, and have adjusted all regular benefits from the IRS company pension scheme in accordance with Section 16 Company Pension Schemes Act (Gesetz zur Verbesserung der betrieblichen Altersversorgung), except as set forth on Schedule 4.17(c). (d) Except for those relating to the notice period, Schedule 4.17(d) contains a list of all collective and individual promises or regulations that restrict the Company’s or any Subsidiary’s right of termination beyond the statutory regulations. (e) With respect to any Company Employee Plan that is intended to qualify under Section 401(aBenefit Plan: (i) no actions, suits or claims (other than routine claims for benefits in the Ordinary Course of the Code; (CBusiness) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”)pending or, to the extent applicableKnowledge of the Parent, threatened, (xii) to the most recent annual report Knowledge of the Parent, no facts or similar compliance documents circumstances exist that could give rise to any actions, suits or claims and (iii) no administrative investigation, audit or other administrative proceeding by any governmental agencies are pending, in progress or, to the Knowledge of the Parent, threatened. (f) Each Company Employee Benefit Plan required to be filed registered has been registered and has been maintained in good standing with any Governmental Authority with respect to such plan applicable regulatory authorities. This Section 4.17 represents the sole and (y) any document comparable to exclusive representation and warranty of the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentSellers regarding employee benefit matters.

Employee Benefits Plans. (a) Section 4.17(a4.16(a) of the Company Disclosure Schedules contains Schedule sets forth a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each of all “employee benefit plan,plans” as that term is defined in Section 3(3) of ERISA (ERISA, and any material benefit plan, program, contract or arrangement, whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensationgroup or individual (i) pension, bonusesretirement, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation equity or equity-based compensation, employee stock ownership, (ii) health, welfare life insurance, or disability benefits, health (iii) bonus, severance, salary continuation, retention, change-in-control payments, (iv) vacation, sick leave, or medical other paid time off, and (v) fringe benefit plans, but excluding government programs and statutory benefits, employee assistance programthat are currently adopted, disability or sick leave benefitsmaintained by, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered sponsored or contributed to by the Company or its Subsidiaries (collectively, the “Benefit Plans”). (b) For each Benefit Plan, the Company has provided or made available to Purchaser the following, to the extent the Company maintains the following or is required to prepare, file, or distribute the following: (i) the plan document (or, in the case of an unwritten Benefit Plan, a written description thereof) and all amendments thereto, (ii) the most recent summary plan description (and any summaries of material modifications with respect thereto); (iii) the three (3) most recently-filed annual reports on Form 5500 (with schedules and attachments); (iv) any collective bargaining agreements pursuant to which contributions have been made or obligations incurred (including both pension and welfare benefits) by any Company or its Subsidiaries, and all collective bargaining agreements pursuant to which contributions are being made or obligations are owed by such entities; (v) the most recent IRS opinion or determination letter; (vi) all insurance policies which were purchased by or to provide benefits under any Benefit Plan; (vii) all material Contracts with third party administrators, actuaries, investment managers, consultants, and other independent contractors that relate to any Benefit Plan; (viii) a copy of the template notification form that was given within the three (3) years preceding the Execution Date to employees of their rights under COBRA, and under all other applicable federal and state Laws regulating the notice requirements of “group health plans” (as defined in Section 607(1) of ERISA); (ix) all material notices or reports that were given by any Company or any Subsidiary of the Company, or any Benefit Plan to the IRS, the PBGC or the EBSA, within the three (3) years preceding the Execution Date; (x) all discrimination testing reports and actuarial reports submitted for the three (3) years preceding the Execution Date by third party administrators, actuaries, investment managers, consultants, or other independent contractors with respect to any Benefit Plan; and (xi) all material notices received from and correspondence with the IRS, the PBGC or the EBSA with respect to any Benefit Plan within the three (3) years preceding the Execution Date. (c) No Benefit Plan is a “multiemployer plan” as defined in Section 3(37) of ERISA Affiliate (a “Multiemployer Plan”) or is subject to Title IV of ERISA or Section 412 of the Code and, in the last six (6) years, neither the Company nor any of its Subsidiaries has sponsored, maintained or contributed to a plan that is a Multiemployer Plan or is subject to Title IV of ERISA or Section 412 of the Code. No Benefit Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. (d) Except as set forth in Section 4.16(d) of the Company Disclosure Schedule, with respect to each Benefit Plan, the Company and its Subsidiaries have complied and are now in compliance, in each case in all material respects, with all the provisions of ERISA, the Code and all Laws and regulations applicable to such Benefit Plans, and each Benefit Plan has been established, maintained, administered, operated, and contributed to in compliance, in all material respects, with its terms. The Benefit Plans that are intended to be qualified plans within the meaning of Section 401(a) of the Code are subject to a favorable IRS opinion or determination letter as to their qualified status. To the Knowledge of the Company, no event has occurred that could reasonably be expected to give rise to disqualification or loss of Tax-exempt status of any such qualified Benefit Plan. (e) To the Knowledge of the Company, no claim (other than routine claims by participants and beneficiaries for the benefit of benefits), Legal Proceeding, audits, administrative actions, litigations, arbitration or relating other action have been threatened or instituted against any Benefit Plan. (f) No Benefit Plan provides retiree health or welfare insurance benefits to any current or former employee, independent contractor, officer or director of the Company or its Subsidiaries except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law. No Benefit Plan is a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (g) Except as otherwise disclosed on Section 4.16(g) of the Company Subsidiaries (collectivelyDisclosure Schedules, “Company Employees”), or with respect to which each Benefit Plan, all contributions, premiums or payments required to be made for the last five (5) years have been made on or before the dates they are due and payable (including permissible extensions). No event has occurred or circumstance exists that could result in a material increase in premium costs of Benefit Plans that are insured, or a material increase in benefit costs of such Benefit Plans that are self-insured. (h) No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan. (i) With respect to each Benefit Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code), (i) the written terms of such plan have at all times been in material compliance with, and (ii) such plan has, at all times while subject to Section 409A of the Code, been operated in material compliance with, Section 409A of the Code and all applicable guidance thereunder. Neither the Company nor any of its Subsidiaries has any obligation to make a “gross-up” or similar payment in respect of any Taxes that may become payable under Section 409A of the Code. (j) Except as set forth on Section 4.16(j) of the Company Disclosure Schedule, the execution and delivery of this Agreement or the consummation of the Transaction (either alone or in combination with another event) will not (i) result in the payment of any amount under any arrangements in effect on the Execution Date (including, without limitation, the Change in Control Bonus Payments) that would, individually or in combination with any other such payment, not be deductible as a result of Section 280G of the Code, (ii) entitle any current or former director, officer, employee, independent contractor or consultant to severance pay, termination pay, unemployment compensation, or any other payment or benefit under the Benefit Plans, (iii) accelerate the time of payment or vesting of benefits, (iv) increase the amount of compensation due to such individuals under any Benefit Plan, or (v) trigger any funding obligation under any Benefit Plan. Neither the Company nor any of its Subsidiaries has or could would be reasonably be expected to have any Liability. With respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS gross-up or other indemnity obligation for any Company Employee Plan that is intended to qualify excise Taxes imposed under Section 401(a) 4999 of the Code; . (Ck) Notwithstanding any other provision of this Agreement to the plan documents contrary, this Section 4.16 contains the sole and summary plan descriptions, or a written description exclusive representations and warranties of the terms (or Company with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentemployee benefit matters.

Employee Benefits Plans. (a) Section 4.17(a4.10(a) of the Company Disclosure Schedules contains Letter sets forth a correct true and complete list identifying each material Company Employee Plan. “Company Employee Plan” means of each “employee benefit plan,” as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to “ERISA”), each employmentincentive, individual consultingbonus, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for deferred compensation, bonusescafeteria, profit-sharingmedical, savings, stock optiondisability, stock purchase or equity based compensation, change in control, retention, severance or retirement plan, policy, program, practice, agreement, understanding or arrangement, and any other stock-related rights material plan, policy, program, practice, agreement, understanding or arrangement providing compensation or other forms of incentive benefits to any current or deferred compensationformer director, vacation benefits, health or medical benefitsofficer, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment consultant (or retirement compensation to any dependent or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority paymentsbeneficiary thereof of the Company), or any other similar fringe or welfare benefit which is are maintained, administered sponsored or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”)Subsidiary, or with respect to under which the Company or any of the Company Subsidiaries Subsidiary has any material obligation or could liability (each a “Company Benefit Plan”). (b) Except as would not reasonably be expected to have any Liability. With respect to a Company Material Adverse Effect, each Company Employee PlanBenefit Plan has been maintained, the Company has Made Available complete in form and accurate copiesoperation, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed and administered in accordance with the IRS for each Company Employee Planits terms and all applicable Laws, including all schedules thereto; ERISA and the Code. (Bc) the most recent determination letter, if any, from the IRS for any (i) Each Company Employee Benefit Plan that which is intended to qualify under Section 401(a) of the Code has either received a favorable determination letter from the Internal Revenue Service (the “IRS”) as to its qualified status or may rely upon an opinion letter for a prototype plan, (ii) to the Company’s knowledge, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code; , other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Company Benefit Plan that could result in material liability to the Company, and (Ciii) the plan documents and summary plan descriptionsno suit, administrative proceeding, action or other litigation has been brought, or a written description to the knowledge of the terms (Company, is threatened against or with respect to offer letters that are terminable at will any such Company Benefit Plan, including any audit or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from inquiry by the IRS or any office or representative of the U.S. United States Department of Labor (other than routine benefits claims). (d) No Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA. (e) Except as set forth in Section 4.10(e) of the Company Disclosure Letter, no amount paid or payable (whether in cash or property) as a result of or in connection with the consummation of the transactions contemplated by this Agreement to employee, officer, director or other service provider of the Company or any similar Governmental Authority relating Company Subsidiary who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any Company Benefit Plan or otherwise, could be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Each Company Benefit Plan or other arrangement to which the Company or any Company Subsidiary is a party or is bound that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) is in documentary and operational compliance with Section 409A of the Code and the applicable guidance issued thereunder in all material respects. (g) No Company Benefit Plan or other arrangement to which the Company or any Company Subsidiary is a party provides for the gross-up or reimbursement for any Taxes imposed under Section 4999 or 409A of the Code. (h) Except as set forth in Section 4.10(h) of the Company Disclosure Letter and as required by Law, no Company Benefit Plan or other agreement or arrangement to which the Company or any Company Subsidiary is a party or is bound provides (or could reasonably be expected to require the Company or any Company Subsidiary to provide) any post-employment medical or life insurance benefits to any material compliance issues Person. (i) Except as set forth in respect Section 4.10(i) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement (including in combination with other events or circumstances) will not (i) entitle any director, officer or employee of the Company or any Company Subsidiary to any payment, (ii) result in the acceleration of the time of payment or vesting of compensation or benefits, as applicable, or (iii) increase the amount of any such payment under any Company Employee Benefit Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such document.

Employee Benefits Plans. This Section 5.14 represents the sole and exclusive representation and warranty of Seller regarding employee benefit matters. (a) Section 4.17(aSchedule 5.14(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means lists each “employee benefit plan,” (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether “ERISA”)) and any other material employee plan or not subject to ERISA)agreement maintained, each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments)contributed to, or any other similar fringe or welfare benefit which is maintained, administered or required to be contributed to by the Companies (each, a “Company Benefit Plan”). Seller has made available to Purchaser correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof) and (ii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required. Each Company Benefit Plan maintained, contributed to, or required to be contributed to by any ERISA Affiliate of the Companies or the Subsidiaries has been administered in all material respects in accordance with its terms. The Companies, the Subsidiaries and all of the Company for Benefit Plans are all in compliance with the benefit applicable provisions of or relating to any current or former employeeERISA, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or Code and all other applicable Laws with respect to which the Company or employee benefit matters, except for any of the Company Subsidiaries has or could noncompliance that would not reasonably be expected to have any Liability. With respect to a Material Adverse Effect. (b) To the Knowledge of Seller, (i) each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: Benefit Plan that is an “employee pension plan” (Aas defined in Section 3(3) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (Bof ERISA) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify be tax qualified under Section 401(a) of the Code; Code (Ceach, a “Company Pension Plan”) the plan documents and summary plan descriptionsthat is maintained, contributed to, or a written description required to be contributed to by any of the terms Companies or the Subsidiaries is so qualified and (or with respect to offer letters that are terminable at will or do not provide for severance payments, ii) no event has occurred since the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative date of the U.S. Department of Labor most recent determination letter or any similar Governmental Authority application therefor relating to any material compliance issues in respect of any such Company Employee Pension Plan that would adversely affect the qualification of such Company Pension Plan; (F) . Seller has made available to Purchaser a correct and complete copy of the most recent determination letter received by the Companies with respect to each Company Employee Pension Plan maintained, contributed to, or required to be contributed to by any of the Companies or the Subsidiaries, as well as a correct and complete copy of each pending application for a determination letter, if any. (c) All contributions, premiums, and benefit payments under or in connection with the Company Benefit Plans that is maintained outside are required to have been made as of the United States (date hereof in accordance with the “International Employee Plans”), to terms of the extent applicable, (x) Company Benefit Plans have been timely made or have been reflected on the most recent annual report Balance Sheet. No Company Pension Plan has an “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to Section 412 of the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendmentsCode), modifications whether or supplements to any such documentnot waived.

Employee Benefits Plans. (a) Section 4.17(aSchedule 3.15(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means lists each “employee benefit plan,” as defined in (within the meaning Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA), each employmentstock option plan, individual consultingstock purchase plan, restrictive covenantbonus or incentive award plan, severance pay plan, program or arrangement, deferred compensation arrangement or agreement, employment agreement, executive compensation plan, program, agreement or arrangement, change in control plan, program or arrangement, supplemental income arrangement, sick, PTO or vacation plan, and any other material plan or arrangement providing compensation or benefits to any employee, non-employee director, consultant or independent contractor, whether written, unwritten or otherwise, funded or unfunded, that is or has been maintained, contributed to, or required to be contributed to, by the Company or any ERISA Affiliate, under which any individual is eligible to receive benefits or otherwise participate, and/or with respect to which the Company or any ERISA Affiliate has or may have any actual or contingent liability or obligation (each, a “Company Benefit Plan”). Seller has provided to Purchaser correct and complete copies of control(i) each Company Benefit Plan (or, retention in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), including amendments thereto, (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required, including all summaries of material modifications with respect thereto, and (iv) accurate and complete copies of all Contracts relating to such Company Benefit Plan; (v) all written materials provided to employees or severance participants relating to such Company Benefit Plan to the extent that such materials relate to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Company or any ERISA Affiliate; (vi) all material correspondence, if any, to or from any Governmental Authority relating to any Company Benefit Plan; and (vii) all discrimination tests, if any, required under the Code for such Company Benefit Plan for the three most recent plan years and the most recent IRS determination letter (or opinion letter, if applicable) received with respect to any such qualified Company Benefit Plan. Each Company Benefit Plan has been administered in all respects in accordance with its terms and in compliance with all applicable Laws, and the Company and each ERISA Affiliate has performed all obligations required to be performed by it under, is not in default under or in violation of any Company Benefit Plan. The Company and each Company Benefit Plan is in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws (b) Schedule 3.15(b) lists all “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) to which the Company is a party. Each contract, plan, program, agreement or arrangement that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A(d)(1) of the Code) has been in documentary and operational compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder. No additional Tax under Section 409A(a)(1)(B) of the Code has been or is reasonably expected to be incurred by a participant in any such contract, plan, program, agreement, arrangement or arrangement. No event has occurred that would be treated by Section 409A(b) as a transfer of property for purposes of Section 83 of the Code. The Company is not required to provide any gross-up, make-whole, or other payment with respect to taxes, interests or penalties imposed under any tax provisions, including Section 409A or Section 4999 of the Code. (c) Each Company Benefit Plan that is intended to be tax qualified under Section 401(a) of the Code is so qualified and has either obtained from the IRS a favorable determination letter as to its qualified status under the Code, including all amendments, or has applied (or has time remaining in which to apply) to the IRS for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or has been established under a pre-approved plan for which an IRS opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer, and there is not any event, condition or circumstance that could result in disqualification under the Code. (d) None of the Company Benefit Plans is a self-funded employee benefit plan, including any plan to which a stop-loss policy applies. None of the Company Benefit Plans promises or provides medical or other retiree welfare benefits, including without limitation any premium subsidies, to any person for any reason following their termination of employment or service other than as required under applicable Law. (e) All contributions, premiums and benefit payments in connection with the Company Benefit Plans that are required to have been made as of the date hereof have been timely made or are reflected on the most recent Balance Sheet. In addition, with respect to each Company Benefit Plan intended to include a Code Section 401(k) arrangement, the Company and each other of the ERISA Affiliates have at all times made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issued by the United States Department of Labor. (f) Neither of the Company nor any ERISA Affiliate has ever maintained, established, sponsored, participated in, contributed to, been required to contribute to, or had any actual or contingent liability with respect to any (i) plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 of the Code; (ii) “multiemployer plan” within the meaning of Section 3(37) of ERISA; (iii) “multiple employer plan” (within the meaning of Section 413(c) of the Code); or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. (g) There has been no “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code and not exempt under Section 408 of ERISA and regulatory guidance thereunder) with respect to any Company Benefit Plan. Neither the Company nor any ERISA Affiliate is subject to any actual or contingent liability or penalty under Sections 4972 through 4980H of the Code or Title I of ERISA with respect to any Company Benefit Plans. Neither the Company nor any of its subsidiaries has agreed or is required to indemnify any person or entity against any liability incurred under any Contract, plan, agreement, arrangement Law or policy Order in connection with any Company Benefit Plan. (written or oralh) providing There have been no Actions with respect to any Company Benefit Plan (other than routine claims for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), which are pending, or any other similar fringe to the knowledge of Seller, threatened. (i) With respect to each Company Benefit Plan subject to ERISA as either an employee pension benefit plan within the meaning of Section 3(2) of ERISA or an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, the Company and any applicable ERISA Affiliate have prepared in good faith and timely filed all requisite governmental reports (which were true, correct and complete as of the date filed), including any required audit reports, and have properly and timely filed and distributed or posted all notices and reports to employees required to be filed, distributed or posted with respect to each such Company Benefit Plan. No Action, audit or investigation is maintainedpending or has been brought, administered or contributed to the knowledge of Seller, is threatened, against or with respect to any such Company Benefit Plan, including any audit or inquiry by any Governmental Authority. (j) There has been no amendment, interpretation or announcement (whether or not written) by the Company or any ERISA Affiliate relating to, or change in participation or coverage under, any Company Benefit Plan that would materially increase the expense of maintaining such Company Benefit Plan above the level of expense incurred in the Company’s most recent full fiscal year. (k) Each Company Benefit Plan can be amended, merged, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to Purchaser and/or any of its Affiliates (other than ordinary and reasonable administrative expenses typically incurred in a termination event). Neither the execution and delivery of this Agreement and any related documents nor the consummation of the Company for the benefit of transactions contemplated hereby will, either alone or relating in combination with any other event (whether contingent or otherwise), (i) result in payment becoming due, payable, or required to be provided to any current or former employee, director, independent contractorcontractor or consultant (or their dependents or beneficiaries), officer (ii) increase the amount or director value of any compensation or benefits payable or required to be provided to any current or former employee, director, independent contractor or consultant (or their dependents or beneficiaries), including acceleration of the time of payment or vesting of any compensation or benefits, (iii) require the Company to fund any liabilities or place in trust or otherwise set aside any amounts in respect of any Company Benefit Plan, or (iv) result in any payments or benefits that could reasonably be expected to be a “parachute payment” within the meaning of Section 280G of the Company Subsidiaries (collectively, “Company Employees”), Code or with respect to which the Company or any Section 4999 of the Company Subsidiaries has Code (whether or not such payment is considered to be reasonable compensation for services rendered) or could reasonably be expected to have any Liability. With respect to each Company Employee Plan, not be deductible by the Company has Made Available complete and accurate copies, to by reason of Section 280G of the extent applicable, of: Code. (Al) the most recent annual report on Form 5500 required to have been filed with the IRS for each Each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Benefit Plan that is intended a group health plan is in compliance with the Patient Protection and Affordable Care Act, the Health Care and Education Reconciliation Act of 2010 and subsequent agency guidance (collectively, the “2010 Health Care Law”). The design and operation of each Company Benefit Plan that is a group health plan has not resulted in the incurrence of any penalty or excise tax under Code Section 4980H to qualify the Company pursuant to the 2010 Health Care Law. There is nothing that would create a reporting obligation or excise tax under Section 401(a) 4980D of the Code; . (Cm) Neither the plan documents and summary plan descriptionsCompany nor any Affiliate has ever sponsored, maintained, participated in, contributed to, or a written description been required to sponsor, maintain, participate in or contribute to, any employee benefit plan, program, or other arrangement providing compensation or benefits to any employee or former employee, director, officer, or independent contractor (or any beneficiary or dependent thereof) that is subject to the Laws of any jurisdiction outside of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentStates.

Employee Benefits Plans. (a) Section 4.17(a) of the Company Disclosure Schedules contains sets forth a correct complete list, as of the date of this Agreement, of each Company Employee Plan, and complete list identifying the Company has Made Available each material such Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), each change of control agreement and each other material employment, individual consulting, restrictive covenantretention, change of control, retention severance or severance similar contract, plan, program, agreement, arrangement or policy and each other Contractmaterial contract, plan, plan agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, indemnification, vacation benefits, insurance (including any 38 self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, post-employment retirement benefits (including early retirement or retirement compensation or benefits, pension, health, medical or life insurance benefits), supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit contract, plan, agreement, arrangement or policy which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to each material Company Employee Plan, the Company has Made Available to Parent complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules theretodetermination letter; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (DC) any related trust agreements, insurance Contractscontracts, insurance policies or other documents of any funding arrangements; (ED) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar other Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside occurring within the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan past six years and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (GE) all amendments, modifications or supplements to any such document.

Employee Benefits Plans. (a) Section 4.17(aSchedule 3.14(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means lists each “employee benefit plan,” (as defined in Section 3(3) of ERISA (whether or not subject to the Employee Retirement Income Security Act of 1974, as amended “ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, ”) and any other employee plan, program, policy or agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savingsstock purchase, stock option, stock purchase or other stockseverance, employment, change-related rights or other forms of incentive or in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, vacation benefitsemployee loan and all other employee benefit plans, health agreements, programs, policies or medical benefitsother arrangements, employee assistance programmaintained by, disability sponsored or sick leave benefitscontributed to any Acquired Company in the United States for any current or former employee, supplemental unemployment benefitsdirector or independent contractor of the Company or its Subsidiaries (the “Company Employees”) (each, post-employment an “Employee Benefit Plan”). The Company has delivered to Parent or retirement compensation or benefitsmade available to Parent in the Data Room correct and complete copies of (i) each Employee Benefit Plan (or, pensionin the case of any such Employee Benefit Plan that is unwritten, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority paymentsdescriptions thereof), (ii) for the three most recent years (A) annual reports on Form 5500 and schedules required to be filed with the IRS with respect to each Employee Benefit Plan (if any such report was required), (B) audited financial statements and (C) actuarial valuation reports, (iii) the most recent summary plan description for each Employee Benefit Plan for which such summary plan description is required, (iv) each trust agreement and insurance or group annuity contract relating to any other similar fringe or welfare benefit which is Employee Benefit Plan and (v) any written communications during the past three (3) years by any Acquired Company to Company Employees as a group concerning the extent of the benefits provided under an Employee Benefit Plan. Each Employee Benefit Plan maintained, contributed to or required to be contributed to by any Acquired Company has been established, operated and administered in accordance with its terms and applicable Laws, and the Acquired Companies and all the Employee Benefit Plans are all in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except for any noncompliance that would not result in a material liability to any Acquired Company. (b) To the Knowledge of the Company, (i) all Employee Benefit Plans that are “employee pension plans” (as defined in Section 3(3) of ERISA) that are intended to be tax qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) and are maintained, contributed to or required to be contributed to by the Company or any ERISA Affiliate Acquired Subsidiary meet the requirements, in all material respects, for qualification and (ii) no event has occurred since the date of the Company for the benefit of most recent determination letter or application therefor relating to any current such Company Pension Plan (or, in the case of a Company Pension Plan which is embodied on a master, prototype, or former employeevolume submitter document, independent contractorsince the date of the most recent IRS opinion letter) that would adversely affect the qualification of such Company Pension Plan. The Company has delivered to Parent or made available to Parent in the Data Room a correct and complete copy of the most recent determination letter received with respect to each Company Pension Plan maintained, officer contributed to or director of required to be contributed to by the Company or any of the Company Subsidiaries (collectivelyAcquired Subsidiaries, “Company Employees”), or with respect to which the Company or any as well as a correct and complete copy of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS pending application for each Company Employee Plan, including all schedules thereto; (B) the most recent a determination letter, if any, from or, in the case of a Company Pension Plan which is embodied on a master, prototype, or volume submitter document, the most recent IRS opinion letter. (c) Except as set forth on Schedule 3.14(c), all contributions, premiums and benefit payments under or in connection with the Employee Benefit Plans that are required to have been made as of the date hereof in accordance with the terms of the Employee Benefit Plans have been made or have been reflected on the Balance Sheet. Except as set forth on Schedule 3.14(c), no Company Pension Plan has (i) an “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived, (ii) experienced a “reportable event” (as such term is defined in Section 4043 of ERISA), or (iii) nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code). (d) No Acquired Company maintains any Employee Benefit Plan that provides post-employment or post-retirement health, medical or life insurance benefits for current, former or retired employees of any Acquired Company, except as required to avoid an excise tax under Section 4980B of the Code or otherwise except as may be required pursuant to any other applicable Law. (e) With respect to each Employee Benefit Plan that is subject to Title IV of ERISA, as of the Closing Date, the assets of each such Employee Benefit Plan are at least equal in value to the present value of the accrued benefits (vested and unvested) of the participants in such Employee Benefit Plan on a projected benefit obligation basis, based on the actuarial methods and assumptions indicated in the most recent applicable actuarial valuation reports. (f) No Employee Benefit Plan is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) and no Acquired Company nor any member of their Controlled Group has at any time sponsored or contributed to, or has or had any liability or obligation in respect of, any multiemployer plan. (g) No Employee Benefit Plan exists that, as a result of the execution of this Agreement, stockholder approval of this Agreement, or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)), will entitle any Company Employee to (i) severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any Employee Benefit Plan, (iii) limit or restrict the right of the Company to merge, amend or terminate any Employee Benefit Plan, or (iv) receive any payments under any Employee Benefit Plan that is intended to qualify which would not be deductible under Section 401(a) 280G of the Code or receive any indemnification for any excise tax payable pursuant to section 4999 of the Code; . (Ch) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the formSchedule 3.14(h) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction sets forth descriptions of all requirements under Applicable Law necessary to obtain severance and termination pay policies and practices covering the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentCompany Employees.

Employee Benefits Plans. (a) Section 4.17(aSchedule 4.11(a) contains a true and correct list, as of the Company Disclosure Schedules contains a correct and complete list identifying date hereof, of each material Company Employee Benefit Plan. A “Company Employee Benefit Plan” means each “is defined as an employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA)benefit, each retirement, employment, individual consultinglabor, restrictive covenantcompensation, incentive, bonus, profit sharing, pension, stock option, restricted stock, stock appreciation right, phantom equity, change of in control, retention severance, welfare and fringe-benefit or severance contract, plan, program, other similar agreement, arrangement or policy and each other Contract, plan, agreement, arrangement policy and program in effect and covering one or policy (written more current or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase former Company Employees or other stock-related rights individual service providers or other forms the beneficiaries or dependents of incentive or deferred compensationany such Persons, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or is maintained and sponsored by any other similar fringe or welfare benefit which is maintained, administered or contributed to by the DQ Company or for which any ERISA Affiliate of the DQ Company for the benefit of or relating to has any current or former employee, independent contractor, officer contingent liability or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has or could may reasonably be expected to have any Liabilityliability. With respect to each Company Employee Benefit Plan, the Company has Made Available made available to Parent correct and complete and accurate copiescopies of (i) the plan document together with any material amendments thereto (or, to in the extent applicablecase of any such Company Benefit Plan that is unwritten, of: descriptions thereof summarizing its material terms), (Aii) the most recent annual report reports on Form 5500 required to have been be filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Benefit Plan that is maintained outside the United States (the “International Employee Plans”if any such report was required), to the extent applicable, (xiii) the most recent annual report summary plan description for each Company Benefit Plan for which a summary plan description is required. Each Company Benefit Plan is, and has been during the last three years, established, maintained and administered in all material respects in accordance and compliance with its express terms and the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code and all other applicable Laws. No DQ Company has announced any intention to adopt any new Company Benefit Plan (or similar compliance documents required any Contract, plan or arrangement that would be a Company Benefit Plan if it was in effect as of the date hereof) or to materially increase the compensation or benefits to be filed with any Governmental Authority with respect to such plan and (y) any document comparable paid or provided to the determination letter reference Company Employees under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentexisting Company Benefit Plan.

Employee Benefits Plans. (a) Section 4.17(a4.15(a) of the Company Disclosure Schedules contains a correct and complete list identifying lists each material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” (as defined in Section 3(3) of ERISA (whether or not subject to ERISA)) and each other bonus, each employmentstock option, individual consultinggolden parachute, restrictive covenantretirement, retention, change of control, retention or severance contracttermination, planseverance, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savingsenhanced benefit arrangement, stock optionpurchase, stock purchase or other stock-related rights or other forms of incentive or incentive, deferred compensation, vacation benefitsfringe benefit, health employment agreement or medical benefits, employee assistance program, disability benefit plan or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit program which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company its Subsidiaries (collectivelysponsors or maintains, “Company Employees”), or with respect to which the Company or any of its Subsidiaries is required to contribute or has contributed, or under which the Company or any of its Subsidiaries has or could reasonably be expected to may have any Liabilityliability (each, a “Company Benefit Plan”). With respect The Company has made available to the Purchaser true, correct and complete copies of (i) each Company Employee PlanBenefit Plan (or, in the case of any such Company has Made Available complete and accurate copiesBenefit Plan that is unwritten, to the extent applicabledescriptions thereof), of: (Aii) the most recent annual report reports on Form 5500 required to have been be filed with the IRS for Internal Revenue Service with respect to each Company Employee PlanBenefit Plan (if any such report was required), including all schedules thereto; (Biii) the most recent determination letter, if any, from the IRS summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract and any other funding instrument relating to any Company Employee Plan Benefit Plan. The Company Benefit Plans are all in material compliance with their terms and the applicable provisions of ERISA, the Code and all other applicable Laws. (i) All Company Benefit Plans that is are “employee pension plans” (as defined in Section 3(3) of ERISA) and that are intended to qualify be tax qualified under Section 401(a) of the Code; Code that are sponsored or maintained by the Company or any of its Subsidiaries (Ceach, a “Company Pension Plan”) are so qualified and (ii) no event has occurred since the plan documents and summary plan descriptions, or a written description date of the terms (most recent determination letter or with respect to offer letters that are terminable at will application therefor or do not provide for severance payments, the form of such offer most recent opinion/advisory letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Pension Plan that would adversely affect the qualification of such Company Pension Plan; (F) . The Company has made available to the Purchaser a true, correct and complete copy of the most recent determination letter or opinion/advisory letter, as applicable, received with respect to each Company Employee Pension Plan, as well as a true, correct and complete copy of each pending application for a determination letter, if any. (c) Each Company Benefit Plan that is maintained outside the United States (the “International Employee Plans”)and related trust, to the extent applicableif any, (x) the most recent annual report or similar compliance documents required intended to be filed with any Governmental Authority qualified under Code Section 401(a) or 501(a) is qualified and has received a favorable determination or opinion letter from the Internal Revenue Service with respect to such plan’s or trust’s qualified or tax exempt status, as applicable, and nothing has since occurred to cause the loss of any such plan’s qualified or tax exempt status. Neither the Company nor any of its Subsidiaries has terminated or taken action to terminate any employee benefit plan (as defined by Section 3(3) of ERISA). (d) Each Company Benefit Plan and related trust agreement, annuity contract or other funding instrument is legal, valid and binding and in full force and effect, and there are no defaults thereunder. Neither the Company nor any of its Subsidiaries has any Liability to provide life, medical or other welfare benefits to former or retired employees, other than under COBRA. Each Company Benefit Plan (yincluding any Company Benefit Plan covering former or retired employees of the Company or any of its Subsidiaries) may be amended or terminated by the Company or the Purchaser on or at any document comparable time after the Closing Date without further liability thereunder. (e) Each Company Benefit Plan (and each related trust, custodial account, annuity contract, insurance contract or other funding instrument) complies with and has been administered, operated, and maintained in compliance with its terms in all material respects, and neither the Company nor any of its Subsidiaries has any direct or indirect material Liability under the requirements provided by any and all Laws, including ERISA, the Code, COBRA and HIPAA. To the Knowledge of the Company, with respect to each Company Benefit Plan, no prohibited transactions (as defined in ERISA Section 406 or Code Section 4975) and no violations of ERISA Section 407 for which an applicable statutory or administrative exemption does not exist have occurred, and if applicable, which were not properly corrected under the determination letter reference Voluntary Fiduciary Correction Program of the Department of Labor. Any employee training and participant or other notices required by ERISA, HIPAA, COBRA, the Code or any other state or federal Law or any ruling or regulation of any state or federal administrative agency with respect to each Company Benefit Plan have been appropriately and timely given. (f) None of the Company Benefit Plans provides retiree medical or other retiree welfare benefits to any Person, other than health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA. (g) All material contributions, premiums and benefit payments under clause or in connection with the Company Benefit Plans that are required to have been made in accordance with the terms of the Company Benefit Plans have been timely made and will be timely made by the Company and its Subsidiaries for all periods ending on the Closing Date. (Bh) above issued by No Company Benefit Plan is (i) an employee benefit plan subject to Title IV of ERISA or Section 412 of the Code or (ii) a Governmental Authority relating “multiemployer plan” (within the meaning of Section 3(37) or 4001(a)(3) of ERISA). Furthermore, neither the Company nor any of its Subsidiaries or members of its controlled group of companies (i) in the last ten (10) years, have contributed to, or been under any obligation to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and contribute to, any multiemployer plan; (Gii) all amendmentsare liable, modifications directly or supplements indirectly, with respect to any such documentplan for a complete or partial withdrawal (within the meaning of Title IV of ERISA), due to the termination or reorganization of such a plan, or otherwise; or (iii) in the last ten (10) years, have maintained or contributed to, or had an obligation to contribute, to a plan subject to Title IV of ERISA. Neither the Company nor any of its Subsidiaries has incurred or is reasonably likely to incur any liability under Title IV of ERISA. (i) Except for routine claims for benefits, there is no pending or threatened Proceeding involving any Company Benefit Plan, and no basis or facts exist that would give rise to any such Proceeding.. (j) Neither the Company nor any of its Subsidiaries has any liability for payments or benefits due as a result of any “mass layoff” or “employment loss” (each as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended) which has not been satisfied in full; nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger any applicable provisions of any similar state or local Law. (k) In the last ten (10) years, neither the Company nor any of its Subsidiaries (i) have contributed to, or been under any obligation to contribute to, any multiemployer plan (as defined in Section 3(37) or 4001(a)(3) of ERISA) and (ii) are liable, directly or indirectly, with respect to any such plan for a complete or partial withdrawal (within the meaning of Title IV of ERISA) or due to the termination or reorganization of such a plan. Neither the Company nor any of its Subsidiaries has any liability under any multiemployer plan. (l) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will give rise to the payment of any amount that would not be deductible pursuant to Code Section 280G (or any corresponding provision of state, local, or foreign Law). (m) Each Company Benefit Plan that is subject to Code Section 409A has at all times complied with (including documentation and operation thereof) the requirements of Code Section 409A and applicable guidance thereunder. Neither the Company nor any Subsidiary has any obligation to “gross up” or indemnify any current or former employee or service provider for any costs, taxes, or penalties incurred or that may be incurred in connection with Code Section 409A or Code Section 4999. (n) Since January 1, 2015, the Company and its Subsidiaries have offered “affordable” health care coverage that provides “minimum value” to “full-time” employees (as such terms are defined by Code Section 4980H and regulations thereunder), such that neither the Company nor its Subsidiaries are reasonably likely to incur excise taxes under Code Section 4980H(a) or 4980H(b) attributable to period prior to the Closing Date.

Employee Benefits Plans. (a) Section 4.17(aSchedule 5.14(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means lists each “employee benefit plan,” (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to “ERISA”), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy ) and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe material employee plan or welfare benefit which is agreement maintained, administered contributed to or required to be contributed to by the Company or any ERISA Affiliate of its Subsidiaries (each, a “Company Benefit Plan”). The Company has made available to Purchaser correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and, (iv) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan. Each Company Benefit Plan has been administered in all material respects in accordance with its terms. The Company, its Subsidiaries and all the Company Benefit Plans are all in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws except for any noncompliance that would not have a Material Adverse Effect. (b) All Company Benefit Plans that are “employee pension plans” (as defined in Section 3(3) of ERISA) that are intended to be tax qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) is so qualified. The Company has made available to Purchaser a correct and complete copy of the most recent determination letter received with respect to each Company Pension Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. No event has occurred since the date of the most recent determination letter or application therefor relating to any such Company Pension Plan that would adversely affect the qualification of such Company Pension Plan. (c) All contributions, premiums and benefit payments under or in connection with the Company Benefit Plans that are required to have been made as of the date hereof in accordance with the terms of the Company for Benefit Plans have been timely made or have been reflected on the benefit most recent Balance Sheet. No Company Pension Plan has an “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA or relating Section 412 of the Code), whether or not waived. As of the Closing Date, the net fair market value of the assets of any Company Benefit Plan that is subject to Title IV of ERISA equals or exceeds the actuarial accrued liabilities of such Company Benefit Plan and no Company Benefit Plan that is a multi-employer plan within the meaning of Section 3(37) of ERISA has any withdrawal liability. (d) No Company Benefit Plan is (i) an Employee Stock Ownership Plan within the meaning of Section 4975(e)(7) of the Code, (ii) a Voluntary Employees’ Beneficiary Association (“VEBA”) within the meaning of Section 501(c)(9) of the Code, or (iii) provides post-retirement medical, life insurance or other benefits promised, provided or otherwise due now or in the future to current, former or retired employees other than as required by Section 4980B(f) of the Code. No amount required to be paid or payable to or with respect to any current employee or former employee, independent contractor, officer or director other service provider of the Company or any of the Company its Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed in connection with the IRS for each Company Employee Plan, including all schedules thereto; transactions contemplated hereby (Beither solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under meaning of Section 401(a) 280G of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such document.

Employee Benefits Plans. (a) Section 4.17(aSchedule 3.14(a) sets forth a list of the each material Company Disclosure Schedules contains a Benefit Plan or Company Employee Agreement. The Company has made available to Buyer true, correct and complete list identifying copies of (i) each Company Benefit Plan or Company Employee Agreement (or, in the case of any such Company Benefit Plan or Company Employee Agreement that is unwritten, a description thereof), (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required, (iv) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan, and (v) each material correspondence with any Governmental Body with respect to any Company Benefit Plan in the last two (2) years. The Company Benefit Plans and Company Employee Plan. “Agreements are all in compliance with their terms and the applicable provisions of ERISA, the Code and all other applicable Laws, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Company. (b) All Company Employee Plan” means each Benefit Plans that are “employee benefit plan,pension plans” (as defined in Section 3(3) of ERISA (whether ERISA) and that are intended to be tax qualified under Section 401(a) of the Code that are sponsored or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to maintained by the Company or any ERISA Affiliate of its Subsidiaries (each, a “Company Pension Plan”) are so qualified. No event has occurred since the date of the most recent determination letter or application therefor relating to any such Company Pension Plan that would adversely affect the qualification of such Company Pension Plan. The Company has made available to Buyer a complete copy of the most recent determination letter received with respect to each Company Pension Plan. (c) Except as set forth on Schedule 3.14(c), none of the Company for Benefit Plans or Company Employee Agreements nor any other obligation of the benefit of Company provides retiree medical or relating other retiree welfare benefits to any current Person, other than health continuation coverage as required by Section 4980B of the Code or former employeePart 6 of Title I of ERISA. (d) All material contributions, independent contractor, officer premiums and benefit payments under or director in connection with the Company Benefit Plans that are required to have been made in accordance with the terms of the Company Benefit Plans have been timely made. (e) No Company Benefit Plan is and none of the Company or any of the Company its Subsidiaries (collectively, “Company Employees”), or any entity treated as a single employer with respect to which the Company or any of its Subsidiaries under Section 414 of the Code contributes to (i) an employee benefit plan subject to Title IV of ERISA or Section 412 of the Code, (ii) a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA), (iii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code or (iv) a multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA. Neither the Company nor any of its Subsidiaries or ERISA Affiliates (as defined in ERISA) has incurred or could is reasonably likely to incur any material liability under Title IV of ERISA that has not been satisfied in full. (f) All material contributions (including all employer contributions and employee salary reduction contributions), premiums or payments required to be expected to have any Liability. With made with respect to each any Company Employee PlanBenefit Plan have been made on or before their due dates, the Company has Made Available complete and accurate copiesor, to the extent applicablenot yet due, of: (A) the most recent annual report on Form 5500 required to have been filed with adequately accrued on the IRS for each Financial Statements. (g) Neither the Company Employee Plannor any of its Subsidiaries has any obligations to provide health, including all schedules thereto; (B) the most recent determination letteraccident, if anydisability, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, life insurance or a written description of the terms (or death benefits with respect to offer letters that are terminable at will any current and former employees, consultants or do not provide for severance paymentsdirectors or any retirees of the Company or any of its Subsidiaries, or the form of such offer letter and any individual offer letter that materially deviates from the form) spouses, dependents or beneficiaries of any of the foregoing, beyond the termination of employment or service of any such employee, consultant, director or retiree, whether under a Company Employee Benefit Plan that is not in writing; (D) any related trust agreementsor otherwise, insurance Contracts, insurance policies other than as required under Section 4980B of the Code or other documents applicable law. (h) No Company Benefit Plan, and none of the Company, any funding arrangements; (E) of its Subsidiaries nor any notices Company Benefit Plan fiduciary with respect to any Company Benefit Plan, in any case, is currently the subject of an audit or from investigation by the IRS or any office or representative of IRS, the U.S. Department of Labor Labor, the Pension Benefit Guaranty Corporation or any similar other Governmental Authority Body, nor is any such audit or investigation pending or, to the Knowledge of the Company, threatened. (i) The Company, its Subsidiaries and each of their respective ERISA Affiliates (as defined in ERISA) are in compliance in all material respects with all applicable Laws relating to the provision of employee benefits. (j) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions herein, will result in any material compliance issues payment (including any bonus or severance payment) by the Company or any Subsidiaries to any Employee, or materially increase the benefits payable by the Company or any Subsidiary under any Company Benefit Plan, or result in respect any acceleration of the time of payment or vesting of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentbenefits.

Employee Benefits Plans. (a) Section 4.17(a4.16(a) of the Company Disclosure Schedules contains Schedule sets forth a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means list, by country, of each “employee benefit plan,” as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to “ERISA”), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savingsbonus, stock option, stock purchase or other stock-related rights or other forms of incentive or purchase, incentive, deferred compensation, vacation benefitsretirement, health severance and other employee benefit plans, programs and arrangements, and each employment and compensation agreement (other than employment agreements that do not provide for severance, change in control or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority similar payments), or any other similar fringe or welfare benefit which is maintained, administered contributed to, or required to be contributed to by the Company Company, the Purchased Companies, any of their Subsidiaries or any ERISA Affiliate of the Company Affiliates for the benefit of or relating to any current or former employee, independent contractor, officer director or director consultant of the Company Company, the Purchased Companies or any of the Company their Subsidiaries (collectively, each an “Company EmployeesEmployee”), or with respect to which the Company Company, any of the Purchased Companies, or any of the Company their Subsidiaries has or could reasonably be expected to may have any Liability. With liability or obligation (collectively, the “Company Plans”). (b) The Company has provided or made available to Purchaser correct and complete copies of: (i) each Company Plan and all material amendments thereto, all related trust documents, and all material written agreements and contracts that are currently in effect relating to each Company Plan; (ii) each material consulting, relocation or repatriation agreement between the Company, the Purchased Companies, or any of their Subsidiaries and any Employee; (iii) the two most recent tax returns (if any) for each Company Plan, if any; (iv) the most recent summary plan description, if any, with respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: ; (Av) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination last approval letter, if any, from any Governmental Body relating to favorable tax treatment with respect to each Company Plan; (vi) all material correspondence to or from any governmental agency pertaining to any of the IRS Company Plans, in each case which was sent or received in the last two years; (vii) a list of all retirement plans terminated by the Company, the Purchased Companies or any of their Subsidiaries; (viii) all discrimination tests, if any, for each Company Plan for the most recent two plan years; (ix) the last two annual actuarial valuations, if any, prepared for each Company Plan; (x) if the Company Plan is funded, the most recent annual and periodic accounting of the Company Plan’s assets; (xi) all material communications to Employees regarding in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability under any Company Employee Plan or proposed Company Plan that were given within the last year; and (xii) all prospectuses prepared in connection with any Company Plan. None of the Company, the Purchased Companies or any of their Subsidiaries has announced a plan or legally binding commitment to create any additional Company Plans with respect to any Employees or to amend or modify any Company Plans, except as contemplated by this Agreement. (c) Neither the Company nor any ERISA Affiliate within the United States sponsors, maintains or contributes or has ever sponsored, maintained or contributed to (i) any plan subject to Title IV of ERISA or Section 412 of the Code, (ii) any “multiemployer plan,” as defined in Section 3(37) of ERISA, or (iii) any plan described in Section 413 of the Code. All liabilities with respect to Company Plans that provide health benefits that are not fully insured through an insurance contract are accrued in compliance with GAAP and all such Company Plans are covered by stop-loss insurance policies that have been previously provided to Purchaser. No Company Plan is funded by, associated with or related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code. (d) The Company Plans have been maintained in all material respects in accordance with their terms and with all provisions of ERISA, the Code (including rules and regulations thereunder) and other applicable Federal and state Laws and regulations, and none of the Company, the Purchased Companies or any of their Subsidiaries or any “party in interest” or “disqualified person” with respect to the Company Plans has engaged in a non-exempt “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA or is subject to any liability or penalty under Section 4975 through 4980B of the Code or Title I of ERISA. None of the Company, the Purchased Companies or any their Subsidiaries, nor any officer or director of the Company, any of the Purchased Companies or any of their Subsidiaries, has any liability under Section 4975 through 4980B of the Code or Title I of ERISA, except for the continuation of health care benefits under the Company Plans in the ordinary Course of Business. (e) The Company Plans intended to qualify under Section 401 of the Code are so qualified and any trusts intended to be exempt from federal income taxation under Section 501 of the Code are so exempt, and nothing has occurred with respect to the operation of the Company Plans that would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code. Each Company Plan required to be registered or approved by a Governmental Body has been registered with, or approved by, and has been maintained, in all material respects, in good standing with the applicable Governmental Body and nothing has occurred with respect to the operation of such Company Plans which is reasonably likely to cause the loss of such good standing or the imposition of any material liabilities, penalty or tax under applicable law. (f) Each Company Plan that is intended to qualify meet the requirements for tax-favored treatment under Section 401(a) Subchapter B of Chapter 1 of Subtitle A of the Code; Code has been operated in a manner that is intended to meet such requirements. (Cg) the plan documents and summary plan descriptions, or a written description None of the terms (or with respect to offer letters that are terminable at will or do not provide for severance paymentsCompany, the form Purchased Companies or any of their Subsidiaries is currently obligated to provide an Employee with any compensation or benefits pursuant to an agreement (e.g., an acquisition agreement) with a former employer of such offer letter and any individual offer letter that materially deviates from Employee. (h) None of the form) of any Company Employee Plan that is not in writing; (D) any related trust agreementsCompany, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS Purchased Companies or any office or representative of their Subsidiaries has violated Section 402 of the U.S. Department Xxxxxxxx-Xxxxx Act of Labor 2002. (i) The present value of the accrued benefit liabilities (whether or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (Fnot vested) with respect to under each Company Employee Plan that is maintained outside the United States primarily for the benefit of persons substantially all of whom are not resident in the United States that provides pension, retirement, early retirement, profit-sharing, deferred compensation or other similar benefits (the each, a “International Employee PlansNon-U.S. Retirement Plan”), determined as of the date of this Agreement, either does not exceed the current value of the assets of such Non-U.S. Retirement Plan allocable to such benefit liabilities or any such excess has been accrued and reflected in the Balance Sheet. All benefits (whether or not vested) earned by Employees that will be payable after the date of this Agreement, under each Non-U.S. Retirement Plan are properly accrued and reflected in the Balance Sheet (except for benefits (whether or not vested) earned by employees in the Ordinary Course of Business after the Balance Sheet Date). Section 4.16(i) of the Company Disclosure Schedule sets forth each unfunded Company Plan whose accrued Liabilities are not reflected in the Balance Sheet. (j) All contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any of the Company Plans (including workers compensation) or by Law, to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extension), except for any insignificant delays or delinquencies, and all contributions for any period ending on or before the Closing Date that are not yet due will have been paid in accordance with the applicable Company Plan, or sufficient accruals for such contributions and other payments in accordance with GAAP are duly and fully provided for on the Balance Sheet (except for Liabilities for contributions or payments accruing in the Ordinary Course of Business after the Balance Sheet Date). (k) Neither the Company nor any ERISA Affiliate or any organization to which the Company is a successor or parent corporation within the meaning of Section 4069(b) of ERISA has engaged in any transaction within the meaning of Section 4069 or 4212(c) of ERISA. (l) There are no pending actions, claims or lawsuits that have been asserted or instituted against the Company Plans, the assets of any of the trusts under the Company Plans or the sponsor or administrator of any of the Company Plans, or against any fiduciary of the Company Plans with respect to the operation of any of the Company Plans (other than routine benefit claims), nor, to the Knowledge of the Company, are there any facts that would reasonably be expected to form the basis for any such claim or lawsuit. (m) There is no material violation of ERISA, the Code or other applicable Laws with respect to the filing of applicable reports, documents and notices regarding the Company Plans with the applicable Governing Body or the furnishing of such documents to the participants in or beneficiaries of the Company Plans. All amendments and actions required to bring the Company Plans into conformity in all material respects with all of the applicable provisions of the Code, ERISA and other applicable Laws have been made or taken. (n) None of the Company Plans provides for post-employment life, disability (except for disability benefits based on pre-termination events) or health insurance, benefits or coverage for any participant or any beneficiary of a participant, except as may be required by applicable Law (including, without limitation, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and at the expense of the participant or the participant’s beneficiary. Each of the Company and any ERISA Affiliate which maintains a “group health plan” within the meaning Section 5000(b)(1) of the Code has complied with the notice and continuation requirements of Section 4980B of the Code, COBRA, Part 6 of Subtitle B of Title I of ERISA and the regulations thereunder, if and to the extent such requirements are applicable. (o) Except as contemplated by this Agreement, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not (xwhether alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Plan, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of Indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits. No Company Plan provides for severance or change of control benefits or a notice period upon termination of employment of more than three (3) months. (p) No payment or benefit which has been, will be or may be made pursuant to the most recent annual report Agreement or similar by the Company, the Purchased Companies, or any of their Subsidiaries with respect to any Person may be characterized as a “parachute payment,” within the meaning of Section 280G(b)(2) of the Code. (q) No stock or other security issued by the Company, the Purchased Companies or any of their Subsidiaries forms or has formed a material part of the assets of any Company Plan, except for the Company Stock Plans and ESPP. All securities issued to Employees pursuant to Company Plans have been issued in compliance documents with applicable Laws. The Company, the Purchased Companies and their Subsidiaries have withheld and reported all amounts required to be filed with any Governmental Authority withheld and reported pursuant to applicable Laws with respect to such plan securities issued to Employees located outside of the United States pursuant to Company Plans and (ySection 4.16(q) any document comparable to of the determination letter reference under clause (B) above issued by Company Disclosure Schedule sets forth a Governmental Authority relating to the satisfaction correct and complete list of all requirements under Applicable Law necessary jurisdictions where the Company, the Purchased Companies or their Subsidiaries may be liable for social taxes with respect to obtain securities issued to Employees located outside of the most favorable Tax treatment and United States. (Gr) all amendmentsNone of the Company, modifications the Purchased Companies or supplements any of their Subsidiaries is liable for any material payment to any such documenttrust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending, threatened or reasonably anticipated claims or actions against the Company, the Purchased Companies or any of their Subsidiaries under any worker’s compensation policy or long-term disability policy (other than routine claims for benefits). None of the Company, the Purchased Companies or any of their Subsidiaries has direct or indirect liability with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer.

Employee Benefits Plans. (a) Section 4.17(aSchedule 3.14(a) of the Company Disclosure Schedules contains a correct true and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each “of (i) all employee benefit plan,” as defined plans described in Section 3(3) of ERISA of Seller, and of any other companies or entities which constitute a "controlled group" with Seller (whether or not subject within the meaning of Sections 4001(a)(14) and (b) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and/or Sections 414(b)-(o) of the Code (hereinafter referred to ERISAcollectively as the "Group"), each employmentwhich are presently in effect or which may give rise to liability, individual consultingand are for the benefit of the Business Employees, restrictive covenantand (ii) any other pension, change of controlprofit sharing, retention or severance contractretirement, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for deferred compensation, bonuses, profit-sharing, savingsstock purchase, stock option, stock purchase incentive, bonus, sabbatical leave, vacation, severance (including, without limitation, arrangements providing for benefits in the event of a change of ownership in whole or in part of Seller), disability, hospitalization, medical insurance, relocation, child care, educational assistance or other stock-related rights employee benefit plan or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or program which any other similar fringe or welfare benefit which is maintained, administered or contributed to by the Company or any ERISA Affiliate member of the Company Group maintains or to which any member of the Group has any present or future obligation to contribute for the benefit of the Business Employees. (The plans or relating programs described in clauses (i) and (ii) are herein collectively referred to any current as the "Group Plans".) Seller has delivered or former employee, independent contractor, officer or director made available to Buyer true and complete copies of the Company or any of the Company Subsidiaries all documents (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements), insurance Contractsas they may have been amended to the date of delivery or availability, insurance policies embodying the Group Plans. Since such date of delivery or other documents availability, the Group Plans have not been amended to materially change the terms thereof. Seller has also delivered to Buyer true and complete copies of any funding arrangements; (E) any notices to or from the IRS or any office or representative all annual reports, summary annual reports, summary plan descriptions and a summary of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) modifications with respect to each Company Employee Group Plan that is maintained outside for the United States preceding three years. (b) Except for Seller's 401(k) Plan (the “International "Plan") and the U.S. HomeCare Corporation Employee Plans”Stock Ownership Plan (the "ESOP"), to the extent applicableGroup maintains no tax qualified "employee pension benefit plan" as defined in Section 401 of the Code or Section 3(2) of ERISA for the benefit of employees of the Seller, (x) nor has the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such document.Group ever maintained

Employee Benefits Plans. (a) Section 4.17(aSchedule 4.14(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means lists each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any other material employee benefit plan or agreement maintained by the Company or any Subsidiaries for the benefit of any employee, retired employee or terminated employee of the Company or any Subsidiary (each, a “Company Benefit Plan”). Neither the Company, any Subsidiaries or any trade or business, whether or not incorporated that together with the Company or any Subsidiary would be deemed a “single employer” within the meaning of Section 4001 of ERISA has in the last three (3) years contributed to or has been obligated to contribute to any “employee pension plans,” as defined in Section 3(2) of ERISA, subject to Title IV of ERISA, including a “multiemployer plan,” as defined in Section 3(33(37) of ERISA (whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to by . Neither the Company nor any Subsidiary has any written plan or commitment to create any ERISA Affiliate additional Company Benefit Plan or modify or change any existing Company Benefit Plan or terminate any established employee benefit practice (except, in each case, as required by applicable Law) in a way that would materially affect any group of the Company for the benefit of employees, retired employees or relating to any current or former employee, independent contractor, officer or director terminated employees of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have result in a material liability to the Company, nor has any Liabilityintention to do any of the foregoing been communicated in writing to any such group of employees, retired employees or terminated employees. With The Company has made available to Buyer, or will make available to Buyer as soon as reasonably practicable after the date hereof, correct and complete copies of: (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof); (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Employee Benefit Plan (if any such report was required); (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; (iv) the most recent determination or opinion letter received from the Internal Revenue Service with respect to each Company Benefit Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: ; and (Av) the most recent annual report on Form 5500 required each trust agreement and insurance or group annuity contract relating to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Benefit Plan. Each Company Benefit Plan has been administered in accordance with its terms and applicable Laws, except as would not reasonably be expected to result in a material liability to the Company. There are no pending or, to the Knowledge of the Company, threatened claims by or on behalf of any of the Company Benefit Plans, by any employee or beneficiary under any such Company Benefit Plan (other than routine claims for benefits), except as would not reasonably be expected to result in a material liability to the Company. (b) No Company Benefit Plan based in the United Kingdom is subject to Part 3 of the Pensions Act of 2004 or Section 75 of the Pensions Act of 1995. All Company Benefit Plans that is are intended to qualify be tax qualified under Section 401(a) of the Code; Code are listed on Schedule 4.14(b) (Ceach, a “Company Pension Plan”) and each has been timely amended to comply with applicable Law, and received or applied for a favorable determination or opinion letter in a time frame that is consistent with the plan documents and summary plan descriptionsCompany Pension Plan cycle for filing with the IRS. To the Knowledge of the Company no event has occurred since the date of the most recent determination or opinion letter or application therefor relating to any such Company Pension Plan that would reasonably be expected to adversely affect the qualification of such Company Pension Plan. The Company has made available to Buyer, or will make available to Buyer as soon as reasonably practicable after the date hereof, a written description correct and complete copy of the terms (most recent determination or opinion letter received with respect to offer letters each Company Pension Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. (c) All contributions, premiums and benefit payments under or in connection with the Company Benefit Plans that are terminable required to have been made as of the date hereof in accordance with the terms of the Company Benefit Plans have been made or have been reflected on the unaudited consolidated balance sheet of the Company and the Subsidiaries as at will the Balance Sheet Date. No Company Pension Plan has an “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA or do Section 412 of the Code), whether or not provide for severance paymentswaived. (d) Except as required by applicable Law, no Company Benefit Plan provides life insurance or medical, dental or vision benefits (whether or not insured), with respect to current or former employees of the Company or any Subsidiary following their retirement or other termination of service. (e) Other than as required by this Agreement or required by applicable Law, the form consummation of the Transactions will not, in any respect: (i) entitle any current or former director, officer or employee of the Company or any Subsidiary to severance pay or similar payment; or (ii) accelerate the time of payment or vesting or increase the amount of compensation due any such offer letter and director, officer or employee. (f) The Company has not been a party to a non-exempt prohibited transaction within the meaning of Section 406 of ERISA with respect to any individual offer letter that materially deviates from Company Benefit Plan. To the form) Knowledge of the Company, no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Employee Benefit Plan that is not in writing; (D) any related trust agreementsunder ERISA. No action, insurance Contractssuit, insurance policies proceeding, hearing or other documents investigation with respect to the administration or investment of the assets of any funding arrangements; (E) any notices Company Benefit Plan is pending or, to or from the IRS or any office or representative Knowledge of the Company, threatened. No material audit, inquiry or procedure for which the Company has received written notice is pending or, to the Knowledge of the Company, threatened by the Internal Revenue Service, U.S. Department of Labor or other Governmental Body with respect to any similar Governmental Authority relating Company Benefit Plan. (g) Neither the Company nor any Subsidiary is a party to any agreement, contract or arrangement that would reasonably be expected to result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code or in the payment of any nonqualified deferred compensation subject to any material compliance issues in respect additional tax under Section 409A of the Code. No holder of Options is entitled to any such Company Employee Plan; (F) gross-up payment with respect to each any such “excess parachute payments.” (h) The Company Employee Plan that is maintained outside has properly classified all individuals who perform services for it under the United States (the “International Employee Company Benefit Plans”), and to the extent applicableapplicable ERISA and the Code, as common law employees, independent contractors or leased employees. (xi) This Section 4.14 represents the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan sole and (y) any document comparable to exclusive representation and warranty of the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentCompany regarding employee benefit matters.

Employee Benefits Plans. (a) Schedule 4.13(a) contains a complete and correct list of all material Company Benefit Plans. The Company has made available to Buyer true, complete and correct copies of the following documents, to the extent applicable: (i) all Company Benefit Plans, including any plan documents and related trust documents, and all amendments thereto; (ii) the most recent summary plan descriptions; (iii) the most recent Forms 5500 and all schedules thereto; (iv) the most recent actuarial reports; (v) the most recent IRS determination letter or opinion letter with respect to any Company Benefit Plans intended to be qualified under Section 4.17(a401(a) of the Code; (vi) all administrative service agreements and group insurance contracts relating to each Company Disclosure Schedules contains a correct Benefit Plan; and complete list identifying each (vii) all filings in the three (3) years prior to the date hereof under the IRS Employee Plans Compliance Resolution System program or the Department of Labor’s Delinquent Filer Voluntary Compliance Program (if any). (b) All contributions, reimbursements and premium payments required to be made under the terms of any Company Benefit Plans and under ERISA, the Code, and other applicable Laws, to any funds or trusts established thereunder or in connection therewith have been made in all material Company Employee Plan. “Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA respects by the due date thereof (whether or not subject to ERISAincluding any valid extension), each employment, individual consulting, restrictive covenant, change of control, retention and all contributions for any period ending on or severance contract, plan, program, agreement, arrangement before the Closing Date that are not yet due will have been paid or policy and each other Contract, plan, agreement, arrangement accrued in all material respects on the balance sheet on or policy prior to the Closing Date. (written or oralc) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority paymentsExcept as set forth in Schedule 4.13(c), or any other similar fringe or welfare benefit which is maintained, administered or contributed to by neither the Company or nor any ERISA Affiliate of the Company for the benefit of or relating Affiliates have any binding obligation arising from any communication to any current or former employee, independent contractorofficer, officer director or director contractor of the Company or any of its Subsidiaries (whether current, former or retired) or to any other Person to materially modify any Company Benefit Plan or to establish or implement any other material benefit plan, program, or arrangement. (d) Each Company Benefit Plan has been established, documented, administered and operated in compliance in all material respects with all applicable Laws, including the Code (including Section 409A of the Code), ERISA and the Patient Protection and Affordable Care Act (including the requirements for grandfathered status under the Patient Protection and Affordable Care Act, as applicable), and its governing documents. All reports and disclosures relating to the Company Subsidiaries Benefit Plans required to be filed with or furnished to the Department of Labor, the IRS, the Pension Benefit Guaranty Corporation or other Governmental Body, Company Benefit Plan participants or beneficiaries have been filed or furnished and comply in all material respects with all applicable Laws in a timely manner. (collectively, “Company Employees”e) Except as set forth in Schedule 4.13(e), there are no Legal Proceedings or with respect other actions, investigations, inquiries, audits, lawsuits, proceedings, claims or suits pending, in process or, to which the Knowledge of the Company, threatened by the Department of Labor, the Pension Benefit Guaranty Corporation, the IRS or any other Governmental Body or by any current or former participant or beneficiary (other than routine claims for benefits) against any Company Benefit Plan, any trustees or fiduciaries thereof, any ERISA Affiliate, any employee, officer, director, stockholder or independent contractor of the Company or any of its Subsidiaries (whether current, former or retired), or any of the assets of any trust of any of the Company Subsidiaries has or could reasonably be expected Benefit Plans related to have any Liability. With respect to Company Benefit Plan. (f) Except as set forth in Schedule 4.13(f), each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Benefit Plan that which is intended to qualify under Section 401(a) of the Code; Code has received a favorable determination letter from the IRS as to its qualified status or a favorable prototype opinion letter from the IRS which in either case is currently in effect, and each trust established in connection with any Company Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and to the Knowledge of the Company, no event or condition exists, whether by action or by failure to act, that would reasonably be expected to adversely affect any such qualified or exempt status. (Cg) Except as set forth in Schedule 4.13(g), no Company Benefit Plan provides any retiree or post-employment medical or life insurance, benefits or coverage to any Person, except as required under COBRA (or similar state Law) and at the plan documents and summary plan descriptionssole expense of such Person. Except as set forth in Schedule 4.13(g), neither the Company nor any ERISA Affiliates contribute to or have any obligation to contribute to, or had any such obligation during the past six-year period preceding the Closing Date, and no Company Benefit Plan is (i) a written description plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the terms Code, (ii) a Multiemployer Plan, (iii) a plan described in Section 413 of the Code, or (iv) a plan funded through a trust that is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code. (h) Except as set forth in Schedule 4.13(h), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will alone, or in combination with any other event, (i) result in any payment becoming due to any current or former director, officer, employee or individual independent contractor of the Company or any of its Subsidiaries, (ii) increase any amount of compensation or benefits otherwise payable under any Company Benefit Plan, (iii) result in the acceleration of the time of payment, funding or vesting of any benefits under any Company Benefit Plan, (iv) require any contributions or payments to fund any obligations under any Company Benefit Plan or (v) give rise to any payments or benefits that would be subject to tax under Section 4999 of the Code or nondeductible to the payor under Section 280G of the Code. (i) Neither any Company nor any ERISA Affiliate has any liability, including any direct or indirect contingent liability, in connection with any Company Benefit Plan that has been terminated prior to the date of Closing that could subject Buyer to any material liability. (j) To the Knowledge of the Company, no person who was engaged by the Company or any of its Subsidiaries as an independent contractor or in any other non-employee capacity for any period of time should be characterized as or will be deemed to be an employee of such Company or Subsidiary under applicable Law, including for purposes of federal, state, and local income taxation, workers’ compensation, unemployment insurance and Company Benefit Plan eligibility, with respect to offer letters that such period. Neither the Company nor any of its Subsidiaries is subject to material liability related to a joint employment arrangement. (k) There are terminable at will no non-competition obligations or do not provide for severance paymentsany other restrictions pursuant to any employment or other agreement between Seller, the form of such offer letter Company and any individual offer letter of their Subsidiaries and any Continuing Employee that materially deviates prevent or restrict such Continuing Employee (as defined in Section 6.9(a)) from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies performing his or other documents of any funding arrangements; (E) any notices her obligations or responsibilities to or from for the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; Company. (Fl) with With respect to each Company Employee Benefit Plan that is maintained outside in a jurisdiction other than the United States (collectively, the “International Employee Foreign Plans”): (i) all material employer and employee contributions required by Law or by the terms of such Foreign Plan have been made, or, if applicable, accrued in accordance with normal accounting practices; (ii) except as set forth on Schedule 4.13(l), the fair market value of the assets of each funded Foreign Plan and the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Closing Date, with respect to all current or former participants in such plan according to the extent applicableactuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Plan, and the Transaction shall not cause such assets or insurance obligations to be less than such benefit obligations; and (xiii) the most recent annual report or similar compliance documents each Foreign Plan required to be filed registered has been registered and has been maintained in good standing with applicable regulatory authorities. (m) Except for the UK Plan, neither the Company nor any Governmental Authority with respect to such plan and of the Company Subsidiaries is or has been at any time in the six (y6) any document comparable years prior to the determination letter reference date hereof an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is within the scope of the Pensions Regulator’s powers under clause sections 38 to 51 of the Pensions Xxx 0000 or “connected” with or an “associate” of (Bas those terms are used in sections 39 or 43 of the Pensions Act 2004) above such an employer. (n) No contribution notice (pursuant to section 38 or section 47 of the Pensions Act 2004) or financial support direction (pursuant to section 43 of the Pensions Act 2004) has been issued by a Governmental Authority to the Company or any Company Subsidiaries and Seller is not aware of any circumstances that are reasonably likely to give rise to any such contribution notice or financial support direction being issued to the Company or any of the Company’s Subsidiaries. (o) Notwithstanding any other provision of this Agreement to the contrary, the representations and warranties of the Company and its Subsidiaries contained in this Section 4.13 are the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentCompany Benefit Plans.

Employee Benefits Plans. (a) Section 4.17(aSchedule 4.16(a) of the Company Disclosure Schedules contains sets forth a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each “of: (i) all "employee benefit plan,” plans" as defined in Section 3(3) of ERISA, including any "multiemployer plans" as defined in Section 3(37) of ERISA (whether or not subject to ERISA"Multiemployer Plans"), each employment(ii) all other benefit arrangements or payroll practices, individual consultingincluding, restrictive covenantwithout limitation, change of control, retention bonus or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for incentive compensation, bonusesstock or equity-related award, restricted stock, stock ownership, stock purchase, stock option, stock appreciation right, phantom stock, deferred compensation, profit-sharing, savingsretirement, stock optionseverance, stock purchase or other stock-related rights or other forms retention, sick leave, vacation, salary continuation, leave of incentive or deferred compensationabsence, vacation benefitslayoff, health or medical benefitsdisability, hospitalization, medical, life insurance, accident, employee assistance programloan, disability educational assistance, scholarship, dependent care assistance, legal assistance, cafeteria, club membership, employee discount and fringe Company Plans, programs, agreements or sick leave benefitsarrangements, supplemental unemployment benefitsand (iii) all employment, post-employment consulting, termination, severance, retention, change in control and individual compensation agreements or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to arrangements; in each case which the Company or any of its Subsidiaries has any obligation or liability (contingent or otherwise) (collectively, the "Company Plans"). None of the Company Plans is subject to Title IV of ERISA ("Title IV Plan"), and neither the Company nor any of its Subsidiaries nor any of their respective ERISA Affiliates has ever had any obligation (contingent or could reasonably be expected otherwise) with respect to have any Liability. With Title IV Plan, except as set forth in Schedule 4.16(a). (b) True, correct and complete copies of the following documents (if applicable), with respect to each Company Employee Plan, of the Company has Made Available complete and accurate copiesPlans, have been delivered to the extent applicable, ofPurchaser: (Ai) the most recent annual report on Form 5500 required to have been filed with document constituting the IRS for each Company Employee PlanPlan and related trust documents and insurance contracts, including and all schedules amendments thereto; , (Bii) the most recent Forms 5500 and attached schedules filed with the Internal Revenue Service, (iii) the most recent financial statements and actuarial valuations (including for purposes of Financial Accounting Standards Board reports nos. 87, 106 and 112), (iv) the most recent Internal Revenue Service determination letter, if any(v) the most recent summary plan description (including letters or other documents updating such descriptions) and all related summaries of material modifications, from the IRS for and (vi) a written description of any non-written Company Plan or any non-written agreement relating to any Company Employee Plan that is Plan. (c) Each of the Company Plans intended to qualify under Section 401(a) 401 of the Code so qualifies, the trust maintained thereto is exempt from federal income taxation under Section 501 of the Code; , each such plan has applied for a favorable determination letter as to its qualified status from the Internal Revenue Service and indicating that such plan meets the requirements of GUST (C) the plan documents as that term is defined in IRS Revenue Procedure 2002-6, 2002-1 I.R.B. 203), and summary plan descriptions, or a written description of the terms (or nothing has occurred with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect operation of any such plan which could cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code. (d) Each of the Company Employee Plan; (F) Plans complies, and has been administered and operated in compliance, in all material respects in accordance with respect its terms and all provisions of applicable Law. All amendments and actions required to bring each of the Company Employee Plan that is maintained outside Plans into conformity in all material respects with all of the United States (applicable provisions of the “International Employee Plans”)Code, ERISA and other applicable Laws have been made or taken except to the extent applicable, (x) the most recent annual report that such amendments or similar compliance documents actions are not required by Law to be filed with any Governmental Authority with respect to such plan made or taken until a date after the Closing Date and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such document.as disclosed on Schedule 4.16(d). No individual who has performed services for

Employee Benefits Plans. (a) Section Schedule 4.17(a) of the Company Disclosure Schedules contains sets forth a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each of all “employee welfare benefit plan,plans” (as defined in Section 3(33(1) of ERISA (whether or not subject to ERISA), each employmentall “employee pension benefit plans” (as defined in Section 3(2) of ERISA) and all other employee benefit plans, individual consultingprograms, restrictive covenantpolicies, change of control, retention agreements or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savingsarrangements including without limitation bonus, stock option, stock purchase purchase, stock award or other stockequity-related rights or other forms of incentive or based plan, change in control agreement, retention, severance, deferred compensation, vacation benefitsdependent care, sick leave, disability, death benefit, group insurance, hospitalization, dental, life, any fund, trust or arrangement providing health benefits and other employee fringe benefit plans maintained, sponsored or medical benefitscontributed to, employee assistance programby CSC or any CSC Subsidiary for the benefit of any current or former officer, disability employee, director or sick leave benefits, supplemental unemployment benefits, post-employment consultant of CSC or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments)any CSC Subsidiary, or for a beneficiary or any other similar fringe such individual (individually and collectively, “Covered Individuals”) or welfare benefit which is previously maintained, administered sponsored or contributed to by the Company CSC or any ERISA Affiliate of the Company CSC Subsidiary for the benefit of any Covered Individual and with respect to which, as of the date of this Agreement, CSC or any CSC Subsidiary has any liability (all the foregoing being herein called “Benefit Plans”). CSC has delivered or made available to the Parent true, complete and correct copies of (i) each Benefit Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof) and any amendments thereto, (ii) the two most recent annual reports on Form 5500 (including all schedules and attachments thereto) filed with the IRS with respect to each Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Benefit Plan for which a summary plan description is required, (iv) each trust agreement, group annuity contract or other funding and financing arrangement relating to any current Benefit Plan, (v) all contracts with third-party administrators, actuaries, investment managers, consultants and other independent contractors that relate to any Benefit Plan and (vi) for the last three years, all correspondence with the IRS, United States Department of Labor and any other Governmental Authority regarding any Benefit Plan. No Person in the CSC Group has any binding commitment or former employeeunderstanding to establish any new Benefit Plan or to modify any Benefit Plan, independent contractorexcept to the extent required by Law. (b) Neither CSC nor any ERISA Affiliate has, officer at any time within six years prior to the date of this Agreement, sponsored, maintained or director had an obligation to contribute to (i) a pension plan (within the meaning of Section 3(2) of ERISA) subject to Section 412 of the Company Code or Title IV of ERISA, (ii) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA or the comparable provisions of any other applicable Law) or (iii) a single employer pension plan (within the meaning of the Company Subsidiaries (collectively, “Company Employees”), Section 4001(a)(15) of ERISA) for which CSC or with respect to which the Company or any of the Company Subsidiaries has or could an ERISA Affiliate would reasonably be expected to have any Liability. With respect to each Company Employee Planincur liability under Section 4063 or 4064 of ERISA. (c) Each Benefit Plan has been maintained and operated in compliance in all material respects with its terms, the Company has Made Available complete all applicable collective bargaining agreements and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Planapplicable Law, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of ERISA and the Code; (C) the plan . Except as set forth in Schedule 4.17(c), all reports, returns and similar documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents Benefit Plans required to be filed with any Governmental Authority or distributed to any Benefit Plan participant or beneficiary have been duly and timely filed or distributed. Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter from the IRS, or may rely upon an opinion or advisory letter issued by the IRS, and, to the Knowledge of CSC, no circumstances exist which would reasonably be expected to adversely affect such qualification. (d) Except as set forth in Schedule 4.17(d), there are no actions, claims or proceedings pending, or, to the Knowledge of CSC, threatened against or involving any Benefit Plan and there are no audits, investigations or administrative proceedings by any Governmental Authority or other claims (except routine claims for benefits payable in the normal operation of the Benefit Plans) pending or, to the Knowledge of CSC, threatened against or involving any Benefit Plan or asserting any rights to benefits under any Benefit Plan. (e) No Person in the CSC Group nor any “party in interest” or “disqualified person” with respect to any Benefit Plan has engaged in a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code involving such plan Benefit Plan. No fiduciary has any Liability for breach of fiduciary duty or any other failure to act or comply with the requirements of ERISA, the Code or any other applicable Laws in connection with the administration or investment of the assets of any Benefit Plan. (f) Except as set forth in Schedule 4.17(f) or as provided by Section 3.02 of this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (yeither alone or in combination with another event) (i) result in any document comparable payment or benefit becoming due, or increase the amount of any compensation due, to any Covered Individual, (ii) increase any benefits otherwise payable under any Benefit Plan, or (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits; and except as set forth in Schedule 4.17(f), as of the Closing, no such payment or benefit will be characterized as an “excess parachute payment,” as such term is defined in Section 280G of the Code. CSC has identified each Benefit Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) subject to Section 409A of the Code, and each Benefit Plan so identified, to the determination letter reference extent subject to Section 409A of the Code, complies and has been operated and administered in compliance with Section 409A of the Code and IRS regulations issued thereunder. No option, warrant or other equity interest granted by any Person in the CSC Group is subject to tax under clause Section 409A of the Code. No Person in the CSC Group is a party to any contract, arrangement or plan pursuant to which it is bound to compensate or reimburse any Person for any excise, penalty or other additional taxes under Section 409A or 4999 of the Code or any similar provision of state, local or foreign law. (Bg) above issued by a Governmental Authority relating to Except for the satisfaction of all continuation coverage requirements under Applicable COBRA, no Person in the CSC Group has any obligations or potential Liabilities for health, life or similar welfare benefits to Covered Individuals or their respective dependents following termination of employment. (h) CSC may amend or terminate any Benefit Plan (other than an employment agreement or any similar agreement that cannot be terminated without the consent of the other party) at any time without incurring Liability thereunder, other than in respect of accrued and vested obligations incurred prior to such amendment or termination. (i) All contributions (including all employer contributions and employee salary reduction contributions) or premium payments required to have been made under the terms of any Benefit Plan, and in accordance with applicable Law necessary (including pursuant to obtain 29 C.F.R. Section 2510.3‑102), as of the most favorable Tax treatment and date hereof have been timely made or reflected on CSC’s financial statements in accordance with GAAP. (Gj) all amendments, modifications No Benefit Plan is maintained in a jurisdiction outside of the United States or supplements to any such documentfor employees outside of the United States.

Employee Benefits Plans. (a) Section 4.17(a) of the Company Disclosure Schedules contains a correct and complete list identifying Schedule 2.15 lists each material Company Employee Seller Benefit Plan. “Company Employee Seller Benefit Plan” means each “employee benefit plan,” (as that is defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISAERISA by its terms applies), each bonus or other incentive compensation, equity or equity-based, employment, individual consultingdeferred compensation, restrictive covenantprofit sharing, change of in control, retention or severance contractretention, severance, termination, fringe benefit, retirement, cafeteria, disability and each other employee benefit plan, program, agreement, agreement or arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which that is maintained, administered contributed to or required to be contributed to by the Company Companies or any of their Subsidiaries or any ERISA Affiliate Affiliates of the Company Companies for the benefit of or relating to any current or former employee, independent contractor, officer or director employee of the Company Companies or any of the Company their Subsidiaries (collectively, “Company Employees”), or with respect to which the Company Companies or any of the Company their Subsidiaries has or could reasonably be expected to have any LiabilityLiability following the Closing (other than any such plan, program, agreement or arrangement required by Law to be provided, including workers’ compensation or similar benefits). With respect Schedule 2.15 indicates by an asterisk those material Seller Benefit Plans that are maintained, contributed to each or sponsored solely by any of the Companies or any of their Subsidiaries (each, a “Company Employee Benefit Plan, the ”). Each Company has Made Available made available to Buyer correct and complete copies of all material Seller Benefit Plans and accurate copiestrust agreements, to the extent applicablematerial amendments, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Planfinancial statements and actuarial valuation reports, including all schedules thereto; (B) the most recent determination letter, if any, from letter issued by the IRS for any Company Employee with respect to each material Seller Benefit Plan that is intended to qualify be a “qualified plan” under Section 401(a) 401 of the Code; , all governmental and regulatory approvals received from any foreign Governmental Body, the two most recent annual reports on Form 5500 (Cincluding all exhibits and attachments thereto) the plan and any comparable documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters material Seller Benefit Plans that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be prepared or filed with any Governmental Authority with respect to such plan and (y) any document comparable to under the determination letter reference under clause (B) above issued by applicable laws of a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendmentsnon-U.S. jurisdiction, modifications or supplements to any such documentin each case, as applicable, related thereto.

Employee Benefits Plans. (a) Section 4.17(aSchedule 2.13(a) of the Company Disclosure Schedules contains a correct Schedule sets forth an accurate and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each of all “employee benefit plan,plans” (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA), each employmentand any other bonus, individual consultingprofit sharing, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonusespension, profit-sharingseverance, savings, deferred compensation, fringe benefit, insurance, welfare, post-retirement health or welfare benefit, health, life, stock option, stock purchase purchase, restricted stock, tuition refund, service award, company car, scholarship, relocation, disability, accident, sick pay, sick leave, accrued leave, vacation, holiday, termination, unemployment, individual employment, consulting, executive compensation, incentive, commission, payroll practices, retention, change in control, non-competition, or other stock-related rights or other forms of incentive or deferred compensationplan, vacation benefitsagreement, health or medical benefitspolicy, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments)trust fund, or any other similar fringe arrangement (whether written or welfare benefit which is unwritten, insured or self-insured) currently established, maintained, administered sponsored, or contributed to (or with respect to which any obligation to contribute has been undertaken and currently exists) by the Company or any ERISA Affiliate Company Subsidiary on behalf of any employee, officer, director, consultant, stockholder or other individual service provider of the Company or any Company Subsidiary (in each case, whether current, former or retired) or their dependents, spouses, or beneficiaries or under which the Company or any Company Subsidiary has any liability, contingent or otherwise, other than legally mandated benefit plans or arrangements. All such plans, agreements, programs, policies, commitments and arrangements are collectively referred to as the “Plans.” (b) With respect to each Plan, the Company has provided or made available to Parent complete and correct copies of (i) all related agreements, plan documents, trust agreements, insurance contracts or other funding arrangements, (ii) all current summary plan descriptions, (iii) the most recent audited financial statements and actuarial valuation reports, (iv) material communications received from or sent to any Governmental Entity relating to any ongoing compliance matter, and (v) all amendments and modifications to any such Plan. (c) With respect to each Plan: (i) each Plan has been established, maintained and administered in all material respects in accordance with its express terms and with the requirements of applicable Law; (ii) there are no pending or, to the Company’s Knowledge, threatened actions, claims or lawsuits against or relating to the Plans, the assets of any of the trusts under such arrangements or the sponsor or the administrator, or against any fiduciary of the Plans with respect to the operation of such arrangements (other than routine benefits claims); (iii) each Plan, which under the laws of any jurisdiction, is required to be registered or approved by any Governmental Entity, has been so registered and approved and, to the Company’s Knowledge, if intended to qualify for special tax treatment, meets all requirements for such treatment in all material respects; (iv) no Plan is under audit or, to the Company’s Knowledge, investigation by any governmental entity or regulatory authority; (v) all payments required to be made by the Company under any Plan, any contract, or by Law (including all contributions (including all employer contributions and employee salary reduction contributions), insurance premiums or intercompany charges) with respect to all prior periods have been timely made or properly accrued and reflected in the most recent consolidated balance sheet prior to the date hereof, in accordance with the provisions of each Plan, applicable Law and GAAP; (vi) there has been no amendment to, announcement by the Company relating to, or change in employee participation or coverage under, any Plan which would increase materially the expense of maintaining such Plan above the level of the expense incurred therefor for the benefit most recent fiscal year; (vii) the Company may amend or terminate each Plan (other than individual arrangements or Plans required by applicable Law) at any time without incurring any liability thereunder other than in respect of claims incurred prior to such amendment or relating termination and administrative expenses associated with such termination; and (viii) no Plan is a self-insured arrangement and no event has occurred and no condition exists that could reasonably be expected to result in a material increase in the premium costs of Plans that are fully-insured. (d) None of the Plans that is a pension scheme has any unfunded liability. None of the Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA, any other applicable law or at the expense of the participant or the participant’s beneficiary. (e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event): (i) result in any payment becoming due, or increase the amount of any compensation or benefits due, to any current or former employee, independent contractor, officer consultant or director other service provider of the Company or any of and the Company Subsidiaries (collectively, “Company Employees”), or with respect to which any Plan; (ii) limit or restrict the Company or any right of the Company Subsidiaries has to merge, amend or could reasonably terminate any Plan; (iii) increase any benefits otherwise payable under any Plan; (iv) result in the acceleration of the time of payment or vesting, or result in any payment or funding (through a grantor trust or otherwise), of any such compensation or benefits; or (v) result in the payment of any amount that would, individually or in combination with any other such payment, be expected an “excess parachute payment” within the meaning of Section 280G of the Code. No person is entitled to have receive any Liability. With additional payment (including any tax gross-up or other payment) from the Company as a result of the imposition of the excise taxes required by Section 4999 of the Code, any taxes required by Section 409A of the Code, or as part of severance arrangements. (f) Notwithstanding and without limiting the foregoing sub-paragraphs of this Section 2.13 solely with respect to each Company Employee PlanIsraeli Employees, the Company has Made Available complete and accurate copiesthe Company Subsidiaries have complied in all material respects with all applicable Israeli Laws relating to employee benefit and stock incentives plans, including but not limited to the extent applicableTax Ordinance, of: (A) the most recent annual report on Form 5500 as required to have been filed with enable the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for grants of options under any Company Employee Plan that is intended to qualify under for preferable tax treatment pursuant to Section 401(a) 102 of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentOrdinance.

Employee Benefits Plans. (a) Section 4.17(a) Seller has provided to Purchaser summaries or true, complete and correct copies of the Company Disclosure Schedules contains plan documents or summary plan descriptions, as of the date hereof, of all of the Benefit Plans. True, complete and correct copies of all employment agreements and any other Contract with a correct Business Employee (including all modifications, amendments and complete list identifying supplements thereto and waivers thereunder) have been provided to Purchaser. (b) With respect to each material Company Employee such Benefit Plan. “Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), each employmentSeller, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy its Affiliates and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to by the Company or any ERISA Affiliate have complied and are now in compliance, in all material respects, with all the provisions of ERISA, the Company for the benefit of or relating Code and all Laws and regulations applicable to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or such Benefit Plans and each Benefit Plan has been administered in all material respects in accordance with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liabilityits terms. With respect to each Company Employee PlanContract or any other employment arrangement with a Business Employee, the Company has Made Available complete Seller and accurate copiesits Affiliates have complied and are now in compliance, to the extent applicablein all material respects, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents applicable Laws and summary plan descriptions, or a written description of the terms of such Contract or other employment arrangement. (c) Since January 1, 2017, no claim, lawsuit, arbitration, governmental investigation or proceeding or other action has been instituted against or with respect to offer letters that are terminable at will any Benefit Plan and, to the Knowledge of Seller, none is threatened and no facts or do not provide circumstances exist for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department foregoing. (d) From and after the Closing, no circumstances will exist that would reasonably be expected to result in any Liability of Labor Seller or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) its ERISA Affiliates with respect to each any Benefit Plan or Seller Benefit Plan becoming a Liability of Purchaser, the Company, or their ERISA Affiliates. (e) There is no PBGC Lien on any asset of the Seller, the Company Employee or ERISA Affiliate, and none has been threatened and no event has occurred for which such a lien could be imposed. (f) The Company does not sponsor or maintain any Benefit Plan. (g) Except as disclosed on Section 4.14(f) of the Seller Disclosure Schedule, no Benefit Plan that is maintained outside the United States (the “International Employee Plans”), or contributed to the extent applicable, (x) the most recent annual report or similar compliance documents required pursuant to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentcollective bargaining agreement.

Employee Benefits Plans. (a) Section 4.17(aSchedule 4.16(a) of the Company Disclosure Schedules contains sets forth (i) a true, correct and complete list identifying of each material Company Employee Plan. “Company Employee Plan” means each “employee Plan (A) that is maintained, contributed to or sponsored by any member of the Earthbound Group or has been maintained, contributed to or sponsored by any member of the Earthbound Group within the six-year period prior to the Closing Date for the benefit plan,” of any current or former employee, officer, consultant or director of the Earthbound Group, and (B) as defined in Section 3(3to which any member of the Earthbound Group has any Liability, contingent or otherwise; and (ii) a list of ERISA (whether or not subject to ERISA)all employment Contracts and Contracts providing for retention, each employment, individual consulting, restrictive covenantseverance, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profittax gross-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefitsup, post-employment services salary continuation or retirement compensation other similar agreements pursuant to which the Earthbound Group currently has any obligation with respect to any current or benefitsformer employees, pensionofficer, life individual consultant or director of the Earthbound Group (parts (i) and (ii) of this Section 4.16(a) collectively referred to as the “Company Benefit Plans,” each a “Company Benefit Plan”). (b) The Earthbound Group has made available to Buyer true, correct and complete copies of: (i) each Company Benefit Plan and all amendments thereto, together with any related trust or funding arrangements for each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, a written description thereof); (ii) the annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan for the most recent three plan years and all schedules thereto and the opinions of independent accountants (to the extent any such report was required); (iii) all current summary plan descriptions, summaries of material modifications, annual reports, and summary annual reports of each Company Benefit Plan for which such documents are required; (iv) all insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments)policies which were purchased by, or to provide benefits under, any other similar fringe Company Benefit Plan currently in force or welfare benefit for which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company for the benefit of or relating currently has any Liability; (v) all Contracts with third party administrators, actuaries, investment managers, consultants and other independent contractors that relate to any current or former employee, independent contractor, officer or director Company Benefit Plan currently in force; (vi) in the case of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the Company or any of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description copy of the terms (most recent determination, opinion or advisory letter from the IRS with respect to offer letters that are terminable at will or do not provide for severance paymentssuch Company Benefit Plan; (vii) all reports, including all discrimination testing reports and actuarial reports, submitted within the form of such offer letter and any individual offer letter that materially deviates from three years preceding the form) of any Company Employee Plan that is not in writing; (D) any related trust agreementsdate hereof by third party administrators, insurance Contractsactuaries, insurance policies investment managers, consultants or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) independent contractors with respect to each any Company Employee Benefit Plan currently in force or for which any member of the Earthbound Group or any ERISA Affiliate currently has any Liability; (viii) a form of all notifications given within the three years preceding the date hereof to employees of their rights under COBRA, and under all other applicable federal and state Laws regulating the notice requirements of “group health plans” (as defined in Section 607(1) of ERISA); (ix) all material notices or reports relating to a Company Benefit Plan that were given by any member of the Earthbound Group, or any Company Benefit Plan to the IRS, the PBGC or the DOL, within the three years preceding the date hereof, including notices that are expressly mentioned elsewhere in this Section 4.15; (x) all material notices relating to a Company Benefit Plan that were given by the IRS, the PBGC or the DOL to any member of the Earthbound Group or any Company Benefit Plan, within the three years preceding the date hereof (xi) all current personnel, payroll and employment manuals and policies of any member of the Earthbound Group; and (xii) all collective bargaining agreements pursuant to which contributions have been made or obligations incurred (including both pension and welfare benefits) by any member of the Earthbound Group, and all collective bargaining agreements pursuant to which contributions are being made or obligations are owed by such entities. (i) Each Company Benefit Plan that is maintained outside by the United States Earthbound Group has been maintained and administered in all material respects in accordance with its terms and the requirements of ERISA, the Code and all other applicable Law; (ii) each member of the Earthbound Group has performed all material obligations required to be performed by it under any Company Benefit Plan and is not in any material respect in default under or in violation of any Company Benefit Plan; and (iii) no Legal Proceeding (other than claims for benefits in the ordinary course) is pending, or to the Company’s Knowledge, threatened with respect to any Company Benefit Plan by any current or former employee, officer or director of the Earthbound Group,. (d) (i) all Company Benefit Plans that are intended to be tax qualified under Section 401(a) of the Code (each, a “International Employee PlansQualified Plan”)) have received a determination or opinion letter from the IRS that they are so qualified and each related trust that is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt; and (ii) no fact or event has occurred since the date of the most recent determination letter or application therefor relating to any such Qualified Plan that would adversely affect the qualification of such Qualified Plan or the exempt status of any such trust. (e) All contributions, premiums and benefit payments under or in connection with the Company Benefit Plans that are required to have been made as of the date hereof in accordance with the terms of the Company Benefit Plans have been timely made or have been reflected on the Balance Sheet to the extent applicable, required in accordance with GAAP consistently applied without modification of the accounting principles used in the preparation thereof throughout the periods specified therein. (xf) No member of the most recent annual report or similar compliance documents required to be filed with Earthbound Group has any Governmental Authority Liability with respect to such plan and any (yi) any document comparable Plan which is subject to Title IV of ERISA or Section 412 of the determination letter reference under clause Code, (Bii) above issued by Multiemployer Plan, (iii) “multiple-employer plan” as defined in ERISA or the Code, or (iv) a Governmental Authority relating to “multiple employer welfare arrangement” within the satisfaction meaning of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such document.Section 3(40)

Employee Benefits Plans. (a) Section 4.17(a3.12(a) of the Company Disclosure Schedules Schedule contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means each of all “employee benefit plan,plans” as defined in within the meaning of Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to “ERISA”), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, and any other employee benefit plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savingsincluding any fringe benefit, stock option, stock purchase or other stockequity-related rights or other forms of incentive or deferred based compensation, vacation benefitsphantom stock, health bonus or medical benefitsincentive plan, employee assistance programseverance pay policy or agreement, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefitsretirement, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments)profit sharing or deferred compensation plan or agreement, or any similar plan or agreement or any other similar fringe plan or welfare benefit which is arrangement providing compensation to employees (whether written or unwritten, insured or self-insured) (each an “Employee Benefit Plan”) (1) established, maintained, administered sponsored or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Company or any entity that would be deemed a “single employer” with the Company under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA Affiliate (each an “ERISA Affiliate”) on behalf of any employee, officer, director or consultant of the Company for the benefit of (whether current, former or relating to any current retired) or former employee, independent contractor, officer their beneficiaries or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or 2) with respect to which the Company or any ERISA Affiliate has or has had any obligation on behalf of any such employee, officer, director, consultant, shareholder or beneficiary (each a “Plan” and, collectively, the “Plans”). SSA does not currently have and has never had or contributed to any Employee Benefit Plan. (b) The Company has heretofore delivered or made available to Buyer true, correct and complete copies of each of the Company Subsidiaries has or could reasonably be expected to have any Liability. With respect to each Company Employee PlanPlans and all related documents, the Company has Made Available complete and accurate copies, to the extent applicable, ofincluding but not limited to: (Ai) the most recent annual actuarial report on Form 5500 required to have been filed with for such Plan (if applicable) for the IRS for each Company Employee Plan, including all schedules theretolast three (3) years; (Bii) the most recent determination letter, if any, or opinion letter from the IRS (if applicable) for such Plan; (iii) the current summary plan description and any Company Employee summaries of material modification; (iv) all annual reports (Form 5500 series) for each Plan that is filed for the preceding three (3) plan years; (v) all agreements with fiduciaries and service providers relating to the Plan; and (vi) all substantive correspondence relating to any such Plan addressed to or received from the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency. (c) Except as set forth at Section 3.12(c) of the Disclosure Schedule: (i) each of the Plans has been operated and administered in all material respects in compliance with applicable Legal Requirements, including but not limited to ERISA and the Code; (ii) each of the Plans intended to qualify under be “qualified” within the meaning of Section 401(a) of the CodeCode is so qualified; (C) the plan documents and summary plan descriptions, or a written description of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (Fiii) with respect to each Company Employee Plan that which is maintained outside subject to Title IV of ERISA, the United States present value of accrued benefits under such Plan (the “International Employee Plans”whether or not vested), based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the extent applicablethen current value of the assets of such Plan allocable to such accrued benefits, and there has not been a material adverse change in the financial condition of such Plans; (iv) no Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees of the Company beyond their retirement or other termination of service, other than (w) coverage mandated by applicable Legal Requirements, (x) death benefits or retirement benefits under a Plan that is an “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits under a Plan that are accrued as liabilities on the most recent annual report books of the Company, or similar compliance documents required (z) benefits the full cost of which are borne by the current or former employee (or his beneficiary); (v) all Plans (other than Plans providing for the payment of benefits from the general assets of the Company) could be terminated as of the Closing Date without material liability; (vi) no liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to be filed with the Company or any Governmental Authority ERISA Affiliate incurring a material liability thereunder; (vii) no Plan is a “multiemployer plan” (as such term is defined in Section 3(37) of ERISA); (viii) all contributions or other amounts payable by the Company as of the Closing Date with respect to such each Plan and all other liabilities of the Company with respect to each Plan in respect of current or prior plan years have been paid or accrued in accordance with generally accepted accounting practices and Section 412 of the Code; (ix) the Company has not engaged in a transaction in connection with which the Company is subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code; (x) to the Knowledge of Sellers and the Company, there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto; (xi) no Plan, program, agreement or other arrangement, either individually or collectively, provides for any payment by the Company that would not be deductible under Code Sections 162(a)(1), or 404; (xii) no “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA or Section 412 of the Code, whether or not waived, and no “unfunded current liability,” as determined under Section 412(1) of the Code, exists with respect to any Plan; and (yxiii) no Plan has experienced a “reportable event” (as such term is defined in Section 4043(c) of ERISA) that is not subject to an administrative or statutory waiver from the reporting requirement. (d) Except as set forth at Section 3.12(d) of the Disclosure Schedule, neither the execution and delivery of this Master Purchase Agreement nor the consummation of the Contemplated Transactions (either alone or in conjunction with any document comparable to other event) will: (i) restrict or prohibit the determination letter reference under clause Company from amending any Plan; (Bii) above issued by a Governmental Authority relating to result in any material payment (including, without limitation, severance, unemployment compensation, “excess parachute payment” (within the satisfaction meaning of all requirements under Applicable Law necessary to obtain Section 280G of the most favorable Tax treatment and (GCode), forgiveness of indebtedness or otherwise) all amendments, modifications or supplements becoming due to any such documentmanager, officer or employee of the Company under any Plan or otherwise; (iii) materially increase any benefits otherwise payable under any Plan; or (iv) result in any acceleration of the time of payment or vesting of any benefits under any Plan or otherwise.

Employee Benefits Plans. (a) Section 4.17(a4.16(a) of the Company Disclosure Schedules contains Schedule sets forth a correct and complete list identifying list, by country, of each material Company Employee Plan. “Company Employee Plan” means each “"employee benefit plan,” " as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether or not subject to "ERISA"), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savingsbonus, stock option, stock purchase or other stock-related rights or other forms of incentive or purchase, incentive, deferred compensation, vacation benefitsretirement, health severance and other employee benefit plans, programs and arrangements, and each employment and compensation agreement (other than employment agreements that do not provide for severance, change in control or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority similar payments), or any other similar fringe or welfare benefit which is maintained, administered contributed to, or required to be contributed to by the Company Company, the Purchased Companies, any of their Subsidiaries or any ERISA Affiliate of the Company Affiliates for the benefit of or relating to any current or former employee, independent contractor, officer director or director consultant of the Company Company, the Purchased Companies or any of the Company their Subsidiaries (collectively, “Company Employees”each an "Employee"), or with respect to which the Company Company, any of the Purchased Companies, or any of the Company their Subsidiaries has or could reasonably be expected to may have any Liability. With liability or obligation (collectively, the "Company Plans"). (b) The Company has provided or made available to Purchaser correct and complete copies of: (i) each Company Plan and all material amendments thereto, all related trust documents, and all material written agreements and contracts that are currently in effect relating to each Company Plan; (ii) each material consulting, relocation or repatriation agreement between the Company, the Purchased Companies, or any of their Subsidiaries and any Employee; (iii) the two most recent tax returns (if any) for each Company Plan, if any; (iv) the most recent summary plan description, if any, with respect to each Company Employee Plan, the Company has Made Available complete and accurate copies, to the extent applicable, of: ; (Av) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination last approval letter, if any, from any Governmental Body relating to favorable tax treatment with respect to each Company Plan; (vi) all material correspondence to or from any governmental agency pertaining to any of the IRS Company Plans, in each case which was sent or received in the last two years; (vii) a list of all retirement plans terminated by the Company, the Purchased Companies or any of their Subsidiaries; (viii) all discrimination tests, if any, for each Company Plan for the most recent two plan years; (ix) the last two annual actuarial valuations, if any, prepared for each Company Plan; (x) if the Company Plan is funded, the most recent annual and periodic accounting of the Company Plan's assets; (xi) all material communications to Employees regarding in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability under any Company Employee Plan or proposed Company Plan that were given within the last year; and (xii) all prospectuses prepared in connection with any Company Plan. None of the Company, the Purchased Companies or any of their Subsidiaries has announced a plan or legally binding commitment to create any additional Company Plans with respect to any Employees or to amend or modify any Company Plans, except as contemplated by this Agreement. (c) Neither the Company nor any ERISA Affiliate within the United States sponsors, maintains or contributes or has ever sponsored, maintained or contributed to (i) any plan subject to Title IV of ERISA or Section 412 of the Code, (ii) any "multiemployer plan," as defined in Section 3(37) of ERISA, or (iii) any plan described in Section 413 of the Code. All liabilities with respect to Company Plans that provide health benefits that are not fully insured through an insurance contract are accrued in compliance with GAAP and all such Company Plans are covered by stop-loss insurance policies that have been previously provided to Purchaser. No Company Plan is funded by, associated with or related to a "voluntary employee's beneficiary association" within the meaning of Section 501(c)(9) of the Code. (d) The Company Plans have been maintained in all material respects in accordance with their terms and with all provisions of ERISA, the Code (including rules and regulations thereunder) and other applicable Federal and state Laws and regulations, and none of the Company, the Purchased Companies or any of their Subsidiaries or any "party in interest" or "disqualified person" with respect to the Company Plans has engaged in a non-exempt "prohibited transaction" within the meaning of Section 4975 of the Code or Section 406 of ERISA or is subject to any liability or penalty under Section 4975 through 4980B of the Code or Title I of ERISA. None of the Company, the Purchased Companies or any their Subsidiaries, nor any officer or director of the Company, any of the Purchased Companies or any of their Subsidiaries, has any liability under Section 4975 through 4980B of the Code or Title I of ERISA, except for the continuation of health care benefits under the Company Plans in the ordinary Course of Business. (e) The Company Plans intended to qualify under Section 401 of the Code are so qualified and any trusts intended to be exempt from federal income taxation under Section 501 of the Code are so exempt, and nothing has occurred with respect to the operation of the Company Plans that would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code. Each Company Plan required to be registered or approved by a Governmental Body has been registered with, or approved by, and has been maintained, in all material respects, in good standing with the applicable Governmental Body and nothing has occurred with respect to the operation of such Company Plans which is reasonably likely to cause the loss of such good standing or the imposition of any material liabilities, penalty or tax under applicable law. (f) Each Company Plan that is intended to qualify meet the requirements for tax-favored treatment under Section 401(a) Subchapter B of Chapter 1 of Subtitle A of the Code; Code has been operated in a manner that is intended to meet such requirements. (Cg) the plan documents and summary plan descriptions, or a written description None of the terms (or with respect to offer letters that are terminable at will or do not provide for severance paymentsCompany, the form Purchased Companies or any of their Subsidiaries is currently obligated to provide an Employee with any compensation or benefits pursuant to an agreement (e.g., an acquisition agreement) with a former employer of such offer letter and any individual offer letter that materially deviates from Employee. (h) None of the form) of any Company Employee Plan that is not in writing; (D) any related trust agreementsCompany, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS Purchased Companies or any office or representative of their Subsidiaries has violated Section 402 of the U.S. Department Xxxxxxxx-Xxxxx Act of Labor 2002. (i) The present value of the accrued benefit liabilities (whether or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (Fnot vested) with respect to under each Company Employee Plan that is maintained outside the United States primarily for the benefit of persons substantially all of whom are not resident in the United States that provides pension, retirement, early retirement, profit-sharing, deferred compensation or other similar benefits (each, a "Non-U.S. Retirement Plan"), determined as of the “International Employee date of this Agreement, either does not exceed the current value of the assets of such Non-U.S. Retirement Plan allocable to such benefit liabilities or any such excess has been accrued and reflected in the Balance Sheet. All benefits (whether or not vested) earned by Employees that will be payable after the date of this Agreement, under each Non-U.S. Retirement Plan are properly accrued and reflected in the Balance Sheet (except for benefits (whether or not vested) earned by employees in the Ordinary Course of Business after the Balance Sheet Date). Section 4.16(i) of the Company Disclosure Schedule sets forth each unfunded Company Plan whose accrued Liabilities are not reflected in the Balance Sheet. (j) All contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any of the Company Plans (including workers compensation) or by Law, to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extension), except for any insignificant delays or delinquencies, and all contributions for any period ending on or before the Closing Date that are not yet due will have been paid in accordance with the applicable Company Plan, or sufficient accruals for such contributions and other payments in accordance with GAAP are duly and fully provided for on the Balance Sheet (except for Liabilities for contributions or payments accruing in the Ordinary Course of Business after the Balance Sheet Date). (k) Neither the Company nor any ERISA Affiliate or any organization to which the Company is a successor or parent corporation within the meaning of Section 4069(b) of ERISA has engaged in any transaction within the meaning of Section 4069 or 4212(c) of ERISA. (l) There are no pending actions, claims or lawsuits that have been asserted or instituted against the Company Plans”, the assets of any of the trusts under the Company Plans or the sponsor or administrator of any of the Company Plans, or against any fiduciary of the Company Plans with respect to the operation of any of the Company Plans (other than routine benefit claims), nor, to the Knowledge of the Company, are there any facts that would reasonably be expected to form the basis for any such claim or lawsuit. (m) There is no material violation of ERISA, the Code or other applicable Laws with respect to the filing of applicable reports, documents and notices regarding the Company Plans with the applicable Governing Body or the furnishing of such documents to the participants in or beneficiaries of the Company Plans. All amendments and actions required to bring the Company Plans into conformity in all material respects with all of the applicable provisions of the Code, ERISA and other applicable Laws have been made or taken. (n) None of the Company Plans provides for post-employment life, disability (except for disability benefits based on pre-termination events) or health insurance, benefits or coverage for any participant or any beneficiary of a participant, except as may be required by applicable Law (including, without limitation, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and at the expense of the participant or the participant's beneficiary. Each of the Company and any ERISA Affiliate which maintains a "group health plan" within the meaning Section 5000(b)(1) of the Code has complied with the notice and continuation requirements of Section 4980B of the Code, COBRA, Part 6 of Subtitle B of Title I of ERISA and the regulations thereunder, if and to the extent such requirements are applicable. (o) Except as contemplated by this Agreement, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not (xwhether alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Plan, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of Indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits. No Company Plan provides for severance or change of control benefits or a notice period upon termination of employment of more than three (3) months. (p) No payment or benefit which has been, will be or may be made pursuant to the most recent annual report Agreement or similar by the Company, the Purchased Companies, or any of their Subsidiaries with respect to any Person may be characterized as a "parachute payment," within the meaning of Section 280G(b)(2) of the Code. (q) No stock or other security issued by the Company, the Purchased Companies or any of their Subsidiaries forms or has formed a material part of the assets of any Company Plan, except for the Company Stock Plans and ESPP. All securities issued to Employees pursuant to Company Plans have been issued in compliance documents with applicable Laws. The Company, the Purchased Companies and their Subsidiaries have withheld and reported all amounts required to be filed with any Governmental Authority withheld and reported pursuant to applicable Laws with respect to such plan securities issued to Employees located outside of the United States pursuant to Company Plans and (ySection 4.16(q) any document comparable to of the determination letter reference under clause (B) above issued by Company Disclosure Schedule sets forth a Governmental Authority relating to the satisfaction correct and complete list of all requirements under Applicable Law necessary jurisdictions where the Company, the Purchased Companies or their Subsidiaries may be liable for social taxes with respect to obtain securities issued to Employees located outside of the most favorable Tax treatment and United States. (Gr) all amendmentsNone of the Company, modifications the Purchased Companies or supplements any of their Subsidiaries is liable for any material payment to any such documenttrust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending, threatened or reasonably anticipated claims or actions against the Company, the Purchased Companies or any of their Subsidiaries under any worker's compensation policy or long-term disability policy (other than routine claims for benefits). None of the Company, the Purchased Companies or any of their Subsidiaries has direct or indirect liability with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer.

Employee Benefits Plans. (a) Section 4.17(aSchedule 5.13(a) of the Company Disclosure Schedules contains a correct and complete list identifying each material Company Employee Plan. “Company Employee Plan” means lists each “employee benefit plan,” (as defined in Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (whether “ERISA”)) and any other material employee plan or not subject agreement maintained by the Company or any of its Subsidiaries, including, without limitation, employment agreements entered into by the Company or any of its Subsidiaries (each, a “Company Benefit Plan”). The Company has made available to ERISAParent correct and complete copies (other than with respect to a multiemployer plan) of (i) each Company Benefit Plan and all amendments thereto (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each employmentCompany Benefit Plan (if any such report was required), individual consulting, restrictive covenant, change of control, retention (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase group annuity contract or other stock-related rights funding arrangement relating to any Company Benefit Plan. The Company Benefit Plans are all in compliance with their terms and the applicable provisions of ERISA, the Code and all other applicable Laws, except for any noncompliance that would not, individually or other forms in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) None of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments), or any other similar fringe or welfare benefit which is maintained, administered or contributed to by the Company or any ERISA Affiliate sponsors, maintains or contributes to, or has within the last six calendar years sponsored, maintained or contributed to, any Company Benefit Plan subject to Title IV of ERISA. Neither the Company nor any ERISA Affiliate has incurred and is not reasonably likely to incur any liability under Title IV of ERISA. (c) Except as set forth on Schedule 5.13(c), none of the Company, its Subsidiaries, or any of their ERISA Affiliates contributes to, or has within the last six calendar years contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA. (d) All Company Benefit Plans that are “employee pension plans” (as defined in Section 3(3) of ERISA) and that are intended to be tax qualified under Section 401(a) of the Code that is sponsored or maintained by the Company or any of its Subsidiaries (each, a “Company Pension Plan”) is so qualified. To the Knowledge of the Company, no event has occurred since the date of the most recent determination letter or application therefor relating to any such Company Pension Plan that would adversely affect the qualification of such Company Pension Plan. The Company has made available to Parent a correct and complete copy of the most recent determination letter received with respect to each Company Pension Plan, as well as a correct and complete copy of each pending application for a determination letter, if any. (e) Except as set forth on Schedule 5.13(e), neither the Company nor any of its Subsidiaries has any current or projected liability in respect of post-employment or retirement health or life insurance benefits coverage for former or current employees of the Company for or any its Subsidiaries, except as required to avoid excise taxes under Section 4980B of the benefit Code. (f) Except as set forth in Schedule 5.13(f), the execution and delivery of this Agreement and performance of the transactions contemplated hereby, will not (either alone or relating upon the occurrence of any additional or subsequent events) (i) constitute an event under any Company Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employeeemployee or other service provider, independent contractor, officer (ii) result in the triggering or director imposition or any restrictions or limitations on the right of the Company or any of its Subsidiaries to amend or terminate any Company Benefit Plan (or result in adverse consequences for so doing) or (iii) result in any payment that would be characterized as an “excess parachute payment” under Section 280G(b)(1) of the Code and that is not exempted pursuant to the procedures set forth in Section 7.9(b). (g) Neither the Company nor any of its Subsidiaries has classified an individual as an “independent contractor” or of similar status who, according to a Company Benefit Plan or applicable Law, should have been classified as an employee or of similar status, except where the failure to properly classify such individual would not result in a material liability to the Company and its Subsidiaries. (collectivelyh) Neither the Company nor any of its Subsidiaries has any liability for payments or benefits due as a result of any “mass layoff” or “employment loss” (each as defined in the Worker Adjustment and Retraining Notification Act of 1988, “Company Employees”), or with respect to as amended) which has not been satisfied in full; nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger any applicable provisions of any similar state or local Law. (i) None of the Company Subsidiaries has Benefit Plans, if administered in accordance with their terms, would result in the imposition of any interest or could an additional tax on any participant thereunder pursuant to Section 409A of the Code except as would not be reasonably be expected to have any Liability. With respect to each Company Employee Planresult in a material liability. (j) All contributions, premiums and benefit payments under or in connection with the Company has Made Available complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 Benefit Plans that are required to have been filed made as of the date hereof in accordance with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) terms of the Code; Company Benefit Plans have been timely made. (Ck) This Section 5.13 represents the plan documents sole and summary plan descriptions, or a written description exclusive representations and warranties of the terms (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form of such offer letter and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan; (F) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such documentregarding employee benefit matters.

Employee Benefits Plans. (a) Section 4.17(a5.20(a) of the Company Disclosure Schedules contains Schedule sets forth a correct and complete list identifying of each material Company Employee Plan. “Benefit Plan that is maintained by either (i) an Acquired Company Employee Plan” means each “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), each employment, individual consulting, restrictive covenant, change of control, retention or severance contract, plan, program, agreement, arrangement or policy and each other Contract, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, savings, stock option, stock purchase or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, supplemental unemployment benefits, post-employment or retirement compensation or benefits, pension, life insurance benefits, supplemental retirement benefits (including termination indemnities and seniority payments)on the date hereof, or any other similar fringe or welfare benefit which is maintained, administered or contributed to by the Company or any (ii) an ERISA Affiliate of the Company for the benefit of or relating to any current or former employee, independent contractor, officer or director of the Company or any of the Company Subsidiaries (collectively, “Company Employees”), or with respect to which the any Acquired Company or any of the Company Subsidiaries has or could reasonably be expected to will have any Liability. (b) Except as set forth in Section 5.20(b) of the Disclosure Schedule, (i) each Company Benefit Plan complies in form and in operation in all material respects with all applicable Laws, including ERISA and the Code; and (ii) during the period beginning on the first day of the most recently completed fiscal year of such Company Benefit Plan ending on or prior to the Closing Date and ending on the Closing Date, all required contributions to, payment to be made from, or premiums owing with respect to, any Company Benefit Plan have been paid or accrued in accordance with GAAP. No Proceeding or investigation is pending or, to the Knowledge of the Company, Threatened with respect to any such Company Benefit Plan. (c) Except as set forth in Section 5.20(c) of the Disclosure Schedule, each applicable Acquired Company has complied with the health care coverage continuation requirements of Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B (“COBRA”) during the period beginning on the first day of the most recently completed fiscal year of such Company Benefit Plan ending on or prior to the Closing Date and ending on the Closing Date, and no Acquired Company has any obligation under any Company Benefit Plan or otherwise to provide life or health insurance benefits to current or future terminated or retired employees of any Acquired Company, except as specifically provided by COBRA. (d) With respect to each Company Employee Benefit Plan, the Company has Made Available complete and accurate copiescorrect copies of the following documents (if applicable to such Company Benefit Plan) have previously been delivered or made available to Buyer: (i) all current documents embodying or governing such Company Benefit Plan, and any funding medium for such Company Benefit Plan, trust agreement or insurance contract, as they may have been amended to the extent date hereof; (ii) if applicable, of: (A) the most recent annual report on recently filed Form 5500 required to have been filed 5500, with the IRS for each Company Employee Plan, including all applicable schedules and accountants’ opinions attached thereto; (Biii) the most recent determination letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and current summary plan descriptions, or a written description of the terms for such Company Benefit Plan (or with respect to offer letters that are terminable at will or do not provide for severance payments, the form other descriptions of such offer letter Company Benefit Plan provided to employees) and any individual offer letter that materially deviates from the form) of any Company Employee Plan that is not in writingall modifications thereto; and (Div) any current insurance policy (including any fiduciary liability insurance policy or fidelity bond) related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Benefit Plan; . (Fe) with respect to each Company Employee Plan that is maintained outside the United States (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction For purposes of all requirements under Applicable Law necessary to obtain the most favorable Tax treatment and (G) all amendments, modifications or supplements to any such document.this Section 5.20: