Common use of Employee Compensation and Benefit Plans; ERISA Clause in Contracts

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, the term “Company Plan” shall mean each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other equity incentive, compensation, severance, employment, change-in-control, retention, fringe benefit, collective bargaining, bonus, incentive, savings, retirement, deferred compensation, life, health, welfare, cafeteria, perquisites, or other benefit plan, agreement, program, policy or arrangement, whether or not subject to ERISA (including any related funding mechanism), in each case other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA (“Multiemployer Plan”), under which (i) any current or former employee, officer or director, or any natural person who is a contractor or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which are entered into, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries, or (ii) the Company or any of its Subsidiaries has any present or future material liability. Section 3.12(a) of the Company Disclosure Letter lists (a) all documents setting forth the material written terms of each such Company Plan (or a written summary of all material terms of any such unwritten Company Plan); (b) the most recent summary plan description for each such Company Plan for which such a summary plan description is required, together with all subsequent summaries of material modifications; (c) the most recent annual report on Form 5500 with respect to such Company Plan; (d) the most recent determination or opinion letter, if any, issued by the IRS with respect to such Company Plan; (e) the most recent discrimination test results with respect to such Company Plan; (f) the most recent actuarial report with respect to such Company Plan; and (g) each written Contract relating to the funding, investment, or administration of any such Company Plan including each trust agreement, insurance policy, annuity contract, and services agreement. The Company has previously provided copies of such documents to Parent.

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, Section 4.13(a) of the term “Company Plan” shall mean Disclosure Letter sets forth a correct and complete list of each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (ERISA but excluding any plan that is a “ERISA”)) and each other equity incentive, compensation, severance, employment, change-in-control, retention, fringe benefit, collective bargaining, bonus, incentive, savings, retirement, deferred compensation, life, health, welfare, cafeteria, perquisites, or other benefit multiemployer plan, agreement, program, policy or arrangement, whether or not subject to ERISA (including any related funding mechanism), in each case other than a multiemployer plan ,” as defined in Section 4001(a)(33(37) of ERISA (“Multiemployer Plan”)) and each other material director and employee plan, under program, agreement or arrangement, vacation or sick pay policy, fringe benefit plan, compensation, severance or employment agreement, stock bonus, stock purchase, stock option, restricted stock, stock appreciation right or other equity-based plan, and bonus or other incentive compensation or salary continuation plan or policy contributed to, sponsored or maintained by or with respect to which the Company or any Company Subsidiary has any liability (icontingent or otherwise) as of the date hereof for the benefit of any current current, former or former retired employee, officer or directorofficer, or any natural person who is a consultant, independent contractor or consultant director of the Company or any of its Subsidiaries Company Subsidiary (collectively, the “Covered Company Employees”) has any present or future right to benefits ; such plans, programs, policies, agreements and which are entered intoarrangements, contributed tocollectively, sponsored by or maintained by being the “Company or any of its Subsidiaries, or (ii) the Company or any of its Subsidiaries has any present or future material liability. Section 3.12(a) of the Company Disclosure Letter lists (a) all documents setting forth the material written terms of each such Company Plan (or a written summary of all material terms of any such unwritten Company PlanPlans”); . (b) the most recent summary plan description for each such Company Plan for which such a summary plan description is required, together with all subsequent summaries of material modifications; (c) the most recent annual report on Form 5500 with With respect to such each Company Plan; , the Company has made available to the Parent a current, accurate and complete copy thereof (dor, if a plan is not written, a written description thereof) and, to the extent applicable, (i) any related trust or custodial agreement or other funding instrument, (ii) the most recent determination or opinion letter, if any, issued by received from the IRS Internal Revenue Service (“IRS”), (iii) any current summary plan description or employee handbook, (iv) for the most recent year (A) the Form 5500 and attached schedules, (B) audited financial statements, and (C) actuarial valuation reports, if any, and (v) copies of any correspondence from the IRS, SEC, Pension Benefit Guaranty Corporation (the “PBGC”) or Department of Labor (or any agency thereof) relating to any material compliance issues with respect to such any Company Plan; . (c) Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, each Company Plan has been established and is being administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code, and other Laws. (d) With respect to any Multiemployer Plan with respect to which the Company or any Company Subsidiary has any liability or contributes (or has at any time contributed) or has an obligation to make a contribution, (i) neither the Company nor any Company Subsidiary has incurred any withdrawal liability under Subtitle E of Title IV of ERISA (“Withdrawal Liability”) that remains unsatisfied as would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (ii) neither the Company nor any Company Subsidiary has received any notification, nor has any reason to believe, that any such Multiemployer Plan is in reorganization, has been terminated, is insolvent, or prior to the Effective Time is reasonably likely to be in reorganization, to be insolvent, or to be terminated. (e) Except as would not reasonably be expected to have, individually or in the most recent discrimination test results aggregate, a Company Material Adverse Effect, 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 with respect to such any Company Plan; . (f) Except as would not reasonably be expected to have, individually or in the most recent actuarial report with aggregate, a Company Material Adverse Effect, (i) neither the Company nor any Company Subsidiary has incurred any liability under Subtitle C or D of Title IV of ERISA that has not been satisfied in full, and (ii) no condition exists that presents a risk to the Company or any Company Subsidiary of incurring any such liability other than liability for premiums due the PBGC. With respect to each Company Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, (B) the fair market value of the assets of such plan equals or exceeds the actuarial present value of all accrued benefits under such plan (whether or not vested), (C) since January 1, 2003, 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, and the consummation of the transactions contemplated by this agreement will not result in the occurrence of any such reportable event, (D) all premiums to the PBGC have been timely paid in full, and (E) the PBGC has not instituted proceedings to terminate any such plan and, to the Company’s Knowledge, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan and the Company Plan; and has not received any notice from the PBGC regarding the Transactions and/or the funded status of any Company Plan subject to Title IV of ERISA. (g) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each written Contract relating Company Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received a determination letter to that effect from the IRS and, to the fundingKnowledge of the Company, investmentno circumstances exist which would reasonably be expected to materially adversely affect such qualification or exemption. (h) The Company and the Company Subsidiaries have reserved the right to amend, terminate or administration modify at any time all plans or arrangements providing for retiree health or life insurance coverage, and there has been no communication to current or former employees of the Company and Company Subsidiaries which could reasonably be interpreted to promise or guarantee such individuals or their dependents retiree health or life insurance or other retiree death benefits on a permanent basis. (i) All Company Plans subject to the laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) if they are intended to qualify for special tax treatment, meet all requirements for such Company Plan including each trust agreement, insurance policy, annuity contracttreatment, and services agreement. The Company has previously provided copies of such documents (iii) if they are intended to Parentbe funded and/or book-reserved, are fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, the term “Company Plan” shall mean (i) each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended 1974 (“ERISA”)) and (ii) each other equity or equity-based incentive, compensation, severance, employment, Company Stock Plan, change-in-control, retention, fringe benefit, collective bargaining, bonus, incentive, savings, retirement, deferred compensation, life, health, welfare, cafeteria, perquisites, compensation or other benefit plan, agreement, program, policy or Contract or arrangement, in each case whether or not subject to ERISA (including any related funding mechanism), in each case other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA (“Multiemployer Plan”)ERISA, under which (i) any current or former employee, officer or director, or any natural person who is a contractor or consultant director of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which are which, in either case, is entered into, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries, Subsidiaries or (ii) under which the Company or any of its Subsidiaries has or could reasonably be expected to have any present liability; provided, that, the term Company Plan shall not include (i) a “multiemployer plan”, as defined in Section 3(37) of ERISA, or future material liability(ii) any plan or program that is mandatory under applicable Law. Section 3.12(a‎3.12(a) of the Company Disclosure Letter lists (a) all documents setting sets forth the material written terms a true, complete and accurate list of each such material Company Plan that is maintained in the United States. The Company has made available to Parent with respect to each material Company Plan that is maintained in the United States (or in each case to the extent applicable): (A) a written summary copy of the Company Plan document, including all material terms of any such unwritten Company Plan); currently effective amendments thereto, (bB) the most recent summary plan description for each such Company Plan for which such a summary plan description is required, together with and all subsequent currently effective summaries of material modifications; modifications with respect to the Company Plan, (cC) the most recent annual report on Form 5500 with respect to such Company Plan; (d) the most recent recently received IRS determination or opinion letter, if any(D) the related trust agreement or other funding instrument, issued by (E) the IRS with respect to such Company Plan; most current actuarial report and (eF) the most recent discrimination test results Form 5500 and attached schedules. Within thirty (30) days following the date of this Agreement, the Company shall have made available to Parent a list of each material Company Plan that is not maintained in the United States and with respect to each such Company Plan; (f) , a copy of the most recent actuarial report with respect to such Company Plan; and (g) each written Contract relating to the funding, investment, or administration of any such Company Plan document, including each trust agreement, insurance policy, annuity contract, and services agreementall currently effective amendments thereto. The Company has previously provided copies of such documents to Parent.NAI-1507512591v13

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, Section 3.13(a) of the term “Company Plan” shall mean Disclosure Letter contains a true and complete in all material respects list of each “employee benefit plan” (within the meaning of ”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , and each other equity bonus, option, stock purchase, equity, phantom equity, stock appreciation right, incentive, deferred compensation, retirement, supplemental retirement, severance, employmentsalary continuation, changepension, profit-in-controlsharing, retentionsavings, dependent care, employee assistance, fringe benefit, collective bargainingmedical, bonusdental, incentive, savings, retirement, deferred compensation, life, health, post-retirement welfare, cafeteriaretention, perquisiteschange in control, vacation, holiday, disability, death benefit or other benefit plan, agreementcontract, programprogram or arrangement (whether written or unwritten, policy qualified or arrangementnonqualified, whether funded or not subject to ERISA (unfunded and including any related funding mechanism)that have been frozen) which is or, in each case other than a multiemployer plan as defined in Section 4001(a)(3during the past seven (7) of ERISA (“Multiemployer Plan”)years, under which (i) any current or former employeehas been sponsored, officer or director, or any natural person who is a contractor or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which are entered intomaintained, contributed to, sponsored by to or maintained participated in by the Company or any of its SubsidiariesERISA Affiliates or Subsidiaries for the benefit of current or former employees (or their beneficiaries or dependents), or (ii) under which the Company or any of its ERISA Affiliates or Subsidiaries have any liability with respect to any current or former employee (collectively, the “Company Plans”). (b) The Company has delivered to Parent true and complete copies of (i): all documents describing each Company Plan, including all amendments thereto, and in the case of an unwritten Company Plan, a written description thereof; (ii) the current summary plan description (“SPD”) and each summary of material modifications thereto (“SMM”), but only to the extent the Company Plan is subject to the SPD requirement or SMM requirement; (iii) the three most recent annual reports (Form 5500 and all schedules thereto) filed with respect to each Plan, but only to the extent the Company Plan is required to file a Form 5500; (iv) the most recent Internal Revenue Service (“IRS”) determination or opinion letter, to the extent such Company Plan is the subject of a determination or opinion letter; (v) all records, notices and filings with respect to any present IRS or future Department of Labor audits or investigations, “prohibited transactions” within the meaning of Section 406 of ERISA or Section 4975 of the Code and “reportable events” within the meaning of Section 403 of ERISA; and (vi) any related trust agreements, custodial agreements, insurance contracts and policies, third party administrator contracts, vendor contracts, funding arrangements, audit reports, financial statements, actuarial valuation reports, annual reports and material communications; and (v) copies of any correspondence to and from the IRS, SEC, Pension Benefit Guaranty Corporation, Department of Labor or any foreign equivalent (or any agency thereof) relating to any material compliance issues with respect to any Company Plan. (c) Neither the Company nor any of its ERISA Affiliates or Subsidiaries have ever (i) maintained, sponsored or contributed to any plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code; (ii) contributed to or had any obligation to contribute to a “multiemployer plan”, as defined in Section 3(37) or ERISA; (ii) contributed to or had any obligation to contribute to a “multiple employer plan”, as described in Section 413(c) of the Code . (d) To the Knowledge of the Company, no facts or circumstances exist that would jeopardize the qualified status of the Xxxxx Instruments Corp. 401(k) Plan (“401(k) Plan”) or the tax-exempt status of the trust(s) created thereunder. The 401(k) Plan has been amended as required under the Code and ERISA, and applicable regulations thereunder, and as of the Closing Date there are no amendments to the 401(k) Plan that must be made for the 401(k) Plan to remain qualified under Section 401(a) of the Code. There has been no termination of the 401(k) Plan within the meaning of Section 411(d)(3) of the Code. To the extent a partial termination, within the meaning of Section 411(d)(3) of the Code, has occurred with respect to the 401(k) Plan, all affected participants became fully vested. (e) The Xxxxx Instruments Corporation Employee Stock Ownership Plan (“ESOP”) was terminated on July 11, 2008, and all assets held by the trust(s) created thereunder have been distributed to the appropriate ESOP participants. To the Knowledge of the Company, no facts or circumstances exist that would jeopardize the qualified status of the ESOP or the tax-exempt status of the trust(s) created thereunder. As of its termination date, the ESOP had been amended as required under the Code and ERISA, and applicable regulations thereunder. (f) Other than the 401(k) Plan and the ESOP, to the Company’s Knowledge, neither the Company nor any of its ERISA Affiliates or Subsidiaries have ever maintained, sponsored or contributed to any other plan or arrangement that was or is intended to be qualified for tax-favored treatment under Section 401(a) of the Code. (g) Neither the Company nor any of its ERISA Affiliates or Subsidiaries have any obligation to gross-up, indemnify or otherwise reimburse any person for any income, excise or other tax incurred by such person pursuant to any applicable federal, state, local or non-U.S. Law related to the collection and payment of Taxes. (h) The Company and each of its ERISA Affiliates and Subsidiaries have performed all material obligations required to be performed by them under the Company Plans, including the payment of all benefits, contributions and premiums required by and due under the terms of each Company Plan or applicable Law. There are no material liabilities or obligations, including fines and penalties, with respect to any current Company Plans or other Company Plans previously maintained, sponsored or contributed to by the Company, an ERISA Affiliate or a Subsidiary or to which the Company, an ERISA Affiliate or a Subsidiary previously sponsored, contributed or had an obligation to maintain. With respect to any insurance policy or premium payment obligation, to the Company’s Knowledge, neither the Company nor any of its ERISA Affiliates or Subsidiaries shall be subject to a retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability. . (i) No act, omission or transaction has occurred that would result in imposition on the Company, its ERISA Affiliates or its Subsidiaries of: (i) breach of fiduciary duty liability damages under Section 3.12(a409 of ERISA; (ii) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA; or (iii) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code. (j) To the Knowledge of the Company, each Company Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) is: (i) listed in Section 3.13(j) of the Company Disclosure Letter lists Letter; and (aii) all documents setting forth in compliance, in both form and operation, with the material written terms requirements of each Section 409A of the Code and the regulations and guidance promulgated thereunder; and no amounts paid or deferred under any such Company Plan is (or has been), or upon vesting or settlement will be, subject to the additional tax under Section 409A(a)(1)(B) of the Code. To the Knowledge of the Company, no participant in any such Company Plan (that is such a “nonqualified deferred compensation plan”) is, or will be, subject to the penalties of Section 409A(a)(1) of the Code. (k) There is no Contract or Company Plan to which the Company or any of its ERISA Affiliates or Subsidiaries is (or has been) a written summary party that, individually or collectively, did (or would) give rise to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code. (l) Except as otherwise disclosed on Section 3.13(l) of the Company Disclosure Letter: (i) To the Knowledge of the Company, the Company and each of its ERISA Affiliates and Subsidiaries are in compliance in all material terms respects with the provisions of applicable Law, including ERISA and the Code (or any such unwritten Company Plansimilar applicable law of a country other than the United States); (b) the most recent summary plan description for each such Company Plan for which such a summary plan description is required, together with all subsequent summaries of material modifications; (c) the most recent annual report on Form 5500 with respect to the Company Plans. The Company Plans are and have at all times been maintained, operated, and administered in compliance in all material respects with their terms and any related documents or agreements and the provisions of all applicable Law, including but not limited to ERISA and the Code. (ii) There are no Actions pending or, to the Company’s Knowledge, threatened against the Company, any ERISA Affiliate, any Subsidiary, the Company Plans or the Company Plans’ fiduciaries with respect to the Company’s or any ERISA Affiliate’s or any Subsidiary’s maintenance of the Company Plans, other than routine claims for benefits payable in the normal operations of the Company Plans. (iii) Neither the Company nor any ERISA Affiliate or Subsidiary or any fiduciary, trustee or administrator of any Company Plan has engaged in or, in connection with the transactions contemplated by this Agreement, will engage in any transaction with respect to any Company Plan that would subject such Company Plan, a Company Plan fiduciary, the Company, any ERISA Affiliate or a Subsidiary to a tax, penalty or liability for a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code. The assets of the Company or any ERISA Affiliate or Subsidiary are not, and the Company does not reasonably expect any of them to become, subject to a lien imposed under the Code or under Title I or Title IV of ERISA. (iv) No Company Plan provides benefits, including without limitation, death or medical benefits, beyond termination of service or retirement other than: (A) coverage mandated by Law; or (dB) death or retirement benefits under a Company Plan qualified under Section 401(a) of the most recent determination or opinion letter, if any, issued Code. Each Company Plan may be unilaterally amended and/or terminated at any time by the IRS Company. Neither the Company nor any of its ERISA Affiliates or Subsidiaries have communicated to any person any intention or commitment to modify any of the Company Plans or to establish or implement any other compensation plan, policy agreement or arrangement. Neither the Company nor any of its ERISA Affiliates or Subsidiaries have any obligation to provide health or other welfare benefits (whether or not insured) to any current or former employee (or dependent thereof) beyond the termination of employment (other than pursuant to continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or other applicable Law). (v) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, such as termination of employment or other service): (A) result in or cause any payment (whether of severance pay or otherwise), acceleration of an obligation, forgiveness of indebtedness, vesting, distribution or increase in benefits with respect to such any Company Plan or any current or former employee of the Company or any ERISA Affiliate or Subsidiary; (B) result in any breach or violation of, or a default under, any of the Company Plans, or cause any liability for Taxes or any reporting obligation under Section 409A of the Code; or (C) cause or result in a limitation (other than any limitation imposed by applicable Laws) on the right of the Company to amend or terminate any Company Plan; (e. Parent acknowledges that, in the event the 401(k) the most recent discrimination test results with respect to Plan is terminated, participants in such Company Plan; (f) the most recent actuarial report with respect to such Company Plan; and (g) each written Contract relating plan will be vested to the funding, investment, or administration extent required under Section 411(d)(3) of the Code. No Company Plan provides for “parachute payments” within the meaning of Section 280G of the Code. (vi) None of the assets of any such Company Plan including each trust agreementare currently invested in any property constituting “employer real property” or an “employer security” with the meaning of Section 407 of ERISA. (m) For purposes of this Section 3.13, insurance policythe term “ERISA Affiliate” means (i) any corporation in a controlled group of corporations (within the meaning of Section 414(b) of the Code) that includes the Company, annuity contract(ii) any trade or business (whether incorporated or not) which is under common control with the Company (within the meaning of Section 414(c) of the Code), and services agreement. The (iii) any member of an affiliated service group (within the meaning of Section 414(m) of the Code) that includes the Company has previously provided copies or (iv) any other Person treated as an affiliate of such documents to Parentthe Company under Section 414(o) of the Code.

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, Section 3.12(a) of the term “Company Plan” shall mean Disclosure Letter sets forth a complete list of each material (i) “employee benefit plan,” (within the meaning of as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended 1974 (“ERISA”), (ii) and each other equity incentive, compensation, severance, employment, change-in-controlseverance pay, retention, fringe benefit, collective bargainingsalary continuation, bonus, incentive, savingsstock option, equity-based, retirement, pension, profit sharing or deferred compensationcompensation plan, lifeContract, healthprogram, welfarefund or arrangement of any kind, cafeteria, perquisites, or other and (iii) employee benefit plan, agreementContract, program, policy fund or arrangementarrangement (whether written or oral), whether or not subject to ERISA (including any related funding mechanism)funded, in each case other than a multiemployer plan as defined in Section 4001(a)(3) respect of ERISA (“Multiemployer Plan”), under which (i) any current or former employee, officer employees or director, or any natural person who is a contractor or consultant officers of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which that are entered into, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries, Subsidiaries or (ii) with respect to which the Company or any of its Subsidiaries has made or is required to make payments, transfers or contributions (all of the above being hereinafter individually or collectively referred to as a “Company Plan” or “Company Plans,” respectively); provided, however, that in no event shall “Company Plan” include any present arrangement maintained or future required to be maintained by a Governmental Entity to which the Company or any of its Subsidiaries is required to contribute under applicable Law. (b) Except as would not have a Company Material Adverse Effect: (i) Each Company Plan has been maintained, operated and administered in compliance with its terms and any related documents or agreements and in compliance with all applicable Laws. There have been no prohibited transactions or breaches of any of the duties imposed on “fiduciaries” (within the meaning of Section 3(21) of ERISA) by ERISA with respect to any of the Company Plans that could result in any liability or excise Tax under ERISA or the Code being imposed on the Company or any of its Subsidiaries. (ii) Each Company Plan intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified, and each trust created thereunder has been determined by the IRS to be exempt from Tax under the provisions of Section 501(a) of the Code and to the Knowledge of the Company nothing has occurred since the date of any such determination that would reasonably be expected to give the IRS grounds to revoke such determination. (iii) Neither the Company nor any of its Subsidiaries has ever maintained or sponsored in the last six years nor currently has an obligation to contribute to a “defined benefit plan” (as defined in Section 3(35) of ERISA), a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, a “multiemployer plan” (as defined in Section 3(37) of ERISA or Section 414(f) of the Code) or a “multiple employer plan” (within the meaning of Section 201(a) of ERISA or Section 413(c) of the Code). (iv) There is no pending or, to the Knowledge of the Company, threatened assessment, complaint, proceeding or investigation of any kind in any court or Governmental Entity with respect to any Company Plan (other than routine claims for benefits). (v) No Company Plan provides medical or welfare benefits beyond termination of service or retirement other than (i) coverage mandated by Law or (ii) death or retirement benefits under any Company Plan that is intended to be qualified under Section 401(a) of the Code. (vi) Each Company Plan that is subject to Section 409A of the Code has been operated and maintained, in all material liabilityrespects, in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (vii) Each Company Plan that is maintained primarily for the benefit of employees based outside of the United States (a “Non-U.S. Plan”) is in compliance with all applicable Laws, and each Non-U.S. Plan that is required to be funded is funded to the extent required by applicable Law, and with respect to all other Non-U.S. Plans, reserves therefore have been established as required on the accounting statements of the applicable Company or Subsidiary of the Company. (c) Other than as provided in Section 2.3, the consummation of the Transactions will not alone (and not in combination with any other event) (i) entitle any current or former employee or officer of the Company or any of its Subsidiaries to any severance pay or any other payment, or (ii) accelerate the time of payment or vesting of, or increase the amount of compensation due to, any such employee or officer. (d) Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated hereby would reasonably be expected to result, separately or in the aggregate (either alone or in combination with any other events), in the payment of any amount that would constitute “excess parachute payments” (as defined in Section 280G(b)(1) of the Code). There is no agreement, plan or other arrangement to which the Company or any Subsidiary is a party or by which any of them is otherwise bound to compensate any person in respect of Taxes or other liabilities incurred with respect to Section 3.12(a409A or 4999 of the Code. (e) Section 3.12(e) of the Company Disclosure Letter lists sets forth a true and complete list of the accrued and unused vacation, personal and sickness days to which each Company Employee is entitled as of June 13, 2024. (af) Section 3.12(f) of the Company Disclosure Letter sets forth a true and complete list, as of June 13, 2024, of all documents setting forth the material written terms of outstanding Company Cash Awards, including with respect to each such Company Plan Cash Award, (or a written summary of all material terms of any such unwritten Company Plan); (bi) the most recent summary plan description for each holder, (ii) the date of grant, (iii) the amount payable by the Company under such Company Plan for Cash Award as of the date of this Agreement, (iv) if applicable, the date on which such a summary plan description is requiredCompany Cash Award expires, together with all subsequent summaries of material modifications; and (cv) the most recent annual report on Form 5500 with respect to such Company Plan; (d) the most recent determination or opinion letteraggregate amount, if anytaken as a whole, issued that would be payable by the IRS with respect to such Company Plan; (e) the most recent discrimination test results with respect to such Company Plan; (f) the most recent actuarial report with respect to such Company Plan; and (g) each written Contract relating pursuant to the fundingCompany Cash Award on the Closing Date, investment, or administration of any such Company Plan including each trust agreement, insurance policy, annuity contract, and services agreement. The Company assuming the Closing has previously provided copies of such documents to Parentoccurred.

Employee Compensation and Benefit Plans; ERISA. (a) As used hereinSection 4.14(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the term “Company Plan” shall mean each “date of this Agreement, of all material (i) employee benefit plan” (within the meaning of plans, programs and Contracts, including pension, retirement, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, vacation, bonus or other incentive plans, all medical, vision, dental or other health plans, all life insurance plans, all employment Contracts, and all other employee benefit plans or fringe benefit plans, including "employee benefit plans" as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other equity incentive, compensation, severance, employment, change-in-control, retention, fringe benefit, collective bargaining, bonus, incentive, savings, retirement, deferred compensation, life, health, welfare, cafeteria, perquisites, or other benefit plan, agreement, program, policy or arrangement, whether or not subject to ERISA (including any related funding mechanism), in each case other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA (“Multiemployer Plan”)case, under which (i) any current whether oral or former employeewritten, officer funded or directorunfunded, or any natural person who is a contractor insured or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which are entered intoself-insured, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries, or (ii) to which the Company or any of its Subsidiaries contributes or is obligated to contribute, or with respect to which the Company or any of its Subsidiaries has or may have any present liability (contingent or future material otherwise), in each case, for or to any current or former employees, directors, officers or consultants of the Company or any of its Subsidiaries located primarily in the United States and/or their dependents (collectively, the "Benefit Plans"), and (ii) benefit plans that are comparable to the Benefit Plans and that are maintained pursuant to the Laws of a country other than the United States, other than benefit plans that are required to be maintained under the Laws of the applicable country (collectively, the "Foreign Plans"). For purposes of this Agreement, the term "plan," when used with respect to Foreign Plans, shall mean a "scheme" or other employee benefit program or arrangement in accordance with specific country usage. (b) Each Benefit Plan intended to be subject to Code Section 401(a) and each trust established in connection with any such Benefit Plan which is intended to be tax exempt under Code Section 501(a) has been determined by the Internal Revenue Service to be qualified under Code Section 401(a) or exempt from taxation under Code Section 501(a), as the case may be, or the remedial amendment period for such determination has not expired, and, to the Knowledge of the Company, no event has occurred that would adversely affect such determination. Except as would not have a Material Adverse Effect: (i) all the Benefit Plans and the related trusts comply with and have been administered in compliance with (A) the applicable provisions of ERISA, (B) all applicable provisions of the Code, (C) all other applicable Laws, and (D) their terms and the terms of any applicable collective bargaining or applicable collective labor Contracts; and, in each case, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority questioning or challenging such compliance; (ii) there are no unresolved claims or disputes under the terms of, or in connection with, the Benefit Plans other than claims for benefits which are payable in the ordinary course; (iii) there has not been any nonexempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan; (iv) no litigation has been commenced with respect to any Benefit Plan and, to the Knowledge of the Company, no such litigation is threatened (other than routine claims for benefits in the normal course); and (v) there are no audits or investigations by a Governmental Authority pending or, to the Knowledge of the Company, threatened in connection with any Benefit Plan. (c) Neither the Company nor any ERISA Affiliate (i) sponsors or contributes to a Benefit Plan that is a "defined benefit plan" (as defined in ERISA Section 3(35)); (ii) has an "obligation to contribute" (as defined in ERISA Section 4212) to a Benefit Plan that is a "multiemployer plan" (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)); (iii) has any liability, contingent or otherwise, under Title IV of ERISA with respect to a Benefit Plan; or (iv) except as listed in Section 4.14(c) of the Company Disclosure Letter, sponsors, maintains or contributes to any plan, program or arrangement that provides for post-retirement or other post-employment welfare benefits (other than coverage or benefits (A) required to be provided under Part 6 of Subtitle B of Title I of ERISA or any other similar applicable Law or (B) the full cost of which is borne by the employee or former employee (or any of their beneficiaries)). For purposes of this Section 3.12(a4.14, "ERISA Affiliate" shall mean any trade or business, whether or not incorporated, that together with the Company would be deemed to be a single employer for purposes of Section 4001 of ERISA or Sections 414(b), (c), (m), (n) or (o) of the Code. The terms of each Benefit Plan listed in Section 4.14(c) of the Company Disclosure Letter lists (a) all documents setting forth do not restrict the material written terms ability of each the Company to amend or terminate such Company Plan (or a written summary of all material terms of any such unwritten Company Benefit Plan); (b) the most recent summary plan description for each such Company Plan for which such a summary plan description is required, together with all subsequent summaries of material modifications; (c) the most recent annual report on Form 5500 with respect to such Company Plan; (d) the most recent determination or opinion letter, if any, issued by the IRS with respect to such Company Plan; (e) the most recent discrimination test results with respect to such Company Plan; (f) the most recent actuarial report with respect to such Company Plan; and (g) each written Contract relating to the funding, investment, or administration of any such Company Plan including each trust agreement, insurance policy, annuity contract, and services agreement. The Company has previously provided copies of such documents to Parent.

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, the term “Company Plan” shall mean each “Schedule 3.18(a) attached hereto sets forth a correct and complete list of: (i) all employee welfare benefit plan” plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other equity incentive, compensation, severance, employment, change-in-control, retention, fringe benefit, collective bargaining, bonus, incentive, savings, retirement, deferred compensation, life, health, welfare, cafeteria, perquisites, or other benefit plan, agreement, program, policy or arrangement, whether or not subject to ERISA (including any related funding mechanism), in each case other than a multiemployer plan as defined in Section 4001(a)(33(1) of ERISA ERISA); (ii) all employee pension benefit plans (as defined in Section 3(2) of ERISA); and (iii) all other employee benefit plans, programs, policies or arrangements, including and any deferred compensation plan, incentive plan, bonus plan or arrangement, stock option plan, stock purchase plan, stock award plan or other equity-based plan, retention arrangement (other than included in the KERP Liability), severance pay plan, dependent care plan, sick leave, disability, death benefit, group insurance, hospitalization, dental, life, any fund, trust or arrangement providing health benefits including multiemployer welfare arrangements, a multiple employer welfare fund or arrangement, cafeteria plan, employee assistance program, scholarship program, vacation policy, employee loan, or other similar plan or arrangement, funded or unfunded, or actual or contingent that is maintained by the Tower Group for the benefit of current employees or consultants, and/or their respective dependents or beneficiaries, of the Tower Group. Each plan, program, policy, agreement or arrangement listed on Schedule 3.18(a) is referred to herein as an “Multiemployer Employee Plan” and collectively shall be referred to as the “Employee Plans”). (b) Schedule 3.18(b) attached hereto sets forth a list of those Employee Plans that are Assumed Plans. (c) Seller has provided or made available to Purchaser a true, under which correct and complete copy, where applicable, of: (i) any current or former employee, officer or director, or any natural person who is a contractor or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which are entered into, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries, or (ii) the Company or any of its Subsidiaries has any present or future material liability. Section 3.12(a) of the Company Disclosure Letter lists (a) all documents setting forth the material written terms of each such Company Employee Plan (or or, where a written material Employee Plan has not been reduced to writing, a summary of all material terms of any such unwritten Company Employee Plan); ; (bii) each trust, account or funding agreement, and each insurance contract, with respect to each such Employee Plan; (iii) the three (3) most recently filed annual reports on IRS Form 5500 with respect to each Employee Plan; (iv) the most recently received IRS determination letter for each Employee Plan; (v) the three (3) most recently prepared actuarial reports and financial statements in connection with each Employee Plan; (vi) the most recent summary plan description for each such Company Plan for which such a summary plan description is requireddescription, together with all subsequent any summaries of material modificationsmodification regarding material changes to an Employee Plan, any employee handbooks and any material written communications by the Tower Group to any employee, participant or beneficiary concerning the extent of the benefits provided under any Employee Plan; (vii) for the last three (3) years, all material correspondence with the IRS, United States Department of Labor (the “DOL”) and any other Governmental Authority regarding an Employee Plan; (viii) to the extent in Seller’s possession or reasonably accessible to Seller, all contracts with third-party administrators, actuaries, investment managers, consultants and other independent contractors that relate to any Employee Plan; and (cix) to the most recent annual report extent in Seller’s possession or reasonably accessible to Seller, any other documents in respect of any Employee Plan reasonably requested by Purchaser. (d) Except as set forth on Form 5500 Schedule 3.18(d), the Tower Group does not have any plan or commitment to establish any new Employee Plan or to modify any Employee Plan in any material respect. (e) The Tower Group does not have any obligation to make contributions to a multiemployer plan, within the meaning of Section 3(37) or 4001(a)(3) of ERISA. No “accumulated funding deficiency” as defined in Section 302 of ERISA or Section 412 of the Code, whether or not waived, exists with respect to such Company Plan; (d) any Assumed Plan subject to Section 302 of ERISA or Section 412 of the most recent determination or opinion letterCode and the Tower Group is not, if anyand does not expect to be, issued by the IRS subject with respect to any Assumed Plan to (i) any requirement to post security pursuant to Section 412(f) of the Code or (ii) any perfected lien pursuant to Title IV of ERISA or Section 412(n) of the Code. Except as set forth on Schedule 3.18(e), no benefits have accrued under any Assumed Plan that is subject to Section 412 of the Code or Title IV of ERISA since December 31, 2006. (f) Except for the Change in Control Agreements and ordinary course benefits payable or due to employees upon a termination of employment, no Employee Plan exists that would reasonably be expected to result in the payment to any current employee or consultant of the Tower Group of any money or other property, or accelerate, or provide any other rights or benefits to any current employee or consultant of the Tower Group as a result of the consummation of the transactions contemplated by this Agreement, whether alone or in connection with any other event. (g) Each Assumed Plan has been maintained and operated in all material respects in compliance with its terms and applicable Law, including ERISA, the Code and the Health Insurance Portability and Accountability Act of 1996. With respect to each Assumed Plan, all reports, returns, notices and other documentation that are required to have been filed with or furnished to the IRS, the DOL or any other Governmental Authority, or to the participants or beneficiaries of such Company Employee Plan have been filed or furnished on a timely basis in all material respects. Seller has provided Purchaser with a current list (completed using its best efforts to do so) of individuals who are eligible for continued health coverage under an Employee Plan pursuant to the provisions of Section 4980B of the Code and Sections 601 through 608, inclusive, of ERISA (which provisions are hereinafter referred to collectively as “COBRA” coverage). Seller shall use its best efforts to update such list from time to time prior to the Closing as reasonably requested by Purchaser. Except as provided by the Change in Control Agreements, as required by COBRA (or any similar state or foreign Law) or pursuant to the Retiree Benefits Settlements or as may be provided by the Consolidated Pension Plan; , no Assumed Plan has or includes an obligation to provide health or welfare benefits to any individual following termination of employment. (eh) Each Assumed Plan that is intended to be qualified within the most recent discrimination test results meaning of Section 401(a) of the Code (a “Tax-Qualified Plan”) is so qualified and has received a favorable determination letter from the IRS to the effect that such Plan satisfies the requirements of Section 401(a) of the Code taking into account all changes in qualification requirements under Section 401(a) of the Code for which the “applicable remedial amendment,” within the meaning of Treasury Regulation § 1.401(b)-1, has expired. The related trust with respect to each Tax-Qualified Plan is exempt from taxation under Section 501(a) of the Code. Each Tax-Qualified Plan has been timely amended to comply with the Economic Growth and Tax Relief Reconciliation Act of 2001 and all subsequent applicable Laws for which amendments are required to preserve the tax-qualified status of such Company Employee Plan; , and, to the Seller’s Knowledge, there are no facts or circumstances that could cause the loss of such qualification or the imposition of any Liability, penalty or tax under ERISA, the Code or any other applicable Law. (fi) With respect to any Assumed Plan, except for claims filed in connection with the most recent actuarial report Seller’s bankruptcy proceedings, (i) no actions, claims or proceedings, other than routine claims for benefits in the ordinary course, are pending or, to the Seller’s Knowledge, threatened, (ii) to the Seller’s Knowledge no facts or circumstances exist that could give rise to any such actions, claims or proceedings and (iii) no administrative investigation, audit or other administrative proceeding by the DOL, the IRS or other Governmental Authority, including any voluntary compliance submission through the IRS’s Employee Plans Compliance Resolution System or the DOL’s Voluntary Fiduciary Correction Program, is pending, in progress or to the Seller’s Knowledge threatened. (j) Neither the Tower Group, nor, to the Seller’s Knowledge, any other “party in interest” or “disqualified person” with respect to such Company any Assumed Plan; and , has engaged in a nonexempt “prohibited transaction,” within the meaning of Section 406 of ERISA or Section 4975 of the Code. To the Seller’s Knowledge, 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, management or investment of the assets of any Assumed Plan. (gk) each written Contract relating All contributions required to be made with respect to the fundingConsolidated Pension Plan and its predecessors have been timely made or reflected on the Financial Statements of the Tower Group in accordance with GAAP. All premiums with respect to all insurance policies or contracts maintained with respect to each Assumed Plan have been timely made, investment, or administration of any such Company Plan including each trust agreement, insurance policy, annuity contractsubject to the Xxxxx Financing, and services agreement. The Company has previously provided copies of no such documents to Parentpremiums are delinquent.

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, Section 4.13(a) of the term “Company Disclosure Letter contains a correct and complete list of each material Company Benefit Plan” shall mean each “employee benefit plan” . No entity is a member of the Company's "controlled group" (within the meaning of Section 3(3414 of the Code) other than the Company and its Subsidiaries. (b) With respect to each material Company Benefit Plan, if applicable, the Company has made available to MergerCo correct and complete copies of (i) all plan texts and agreements and related trust agreements (or other funding vehicles); (ii) the most recent summary plan descriptions and material employee communications concerning the extent of the benefits provided under a Company Benefit Plan; (iii) the three most recent annual reports (including all schedules); (iv) the three most recent annual audited financial statements and opinions; (v) if the plan is intended to qualify under Section 401(a) of the Employee Retirement Income Security Act of 1974Code, as amended the most recent determination letter received from the Internal Revenue Service (“ERISA”the "IRS"); and (vi) and each other equity incentiveall material communications with any domestic Governmental Entity given or received since January 1, compensation2005. There is no present intention that any Company Benefit Plan be materially amended, severance, employment, change-in-control, retention, fringe benefit, collective bargaining, bonus, incentive, savings, retirement, deferred compensation, life, health, welfare, cafeteria, perquisitessuspended or terminated, or other benefit planotherwise modified to adversely change benefits (or the level thereof) at any time within the twelve months immediately following the date of this Agreement. (c) Except to the extent set forth on Section 4.13(c) of the Company Disclosure Letter, agreementsince January 1, program2005, policy there has not been any amendment or arrangementchange in interpretation relating to any Company Benefit Plan which would, in the case of any Company Benefit Plan, materially increase the cost of providing benefits under such Company Benefit Plan. (d) With respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not subject to ERISA waived; (including any related funding mechanism), in each case other than a multiemployer plan as defined in ii) no reportable event within the meaning of Section 4001(a)(34043(c) of ERISA (“Multiemployer Plan”)for which the 30-day notice requirement has not been waived has occurred, under which (i) any current or former employee, officer or director, or any natural person who is a contractor or consultant and the consummation of the Company transactions contemplated by this agreement will not result in the occurrence of any such reportable event; (iii) no liability (other than for premiums to the Pension Benefit Guaranty Corporation (the "PBGC")) under Title IV of ERISA has been or any of its Subsidiaries (“Covered Employees”) has any present or future right is expected to benefits and which are entered into, contributed to, sponsored by or maintained be incurred by the Company or any of its Subsidiaries; and (iv) the PBGC has not instituted proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan, and, to the Company's Knowledge, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or (ii) the appointment of a trustee to administer, any such plan. Neither the Company or nor any of its Subsidiaries has has, at any present time during the last six years, contributed to or future material liability. been obligated to contribute to any Multiemployer Plan other than a plan listed on Section 3.12(a4.13(a) of the Company Disclosure Letter lists (a) all documents setting forth Letter. Neither the material written terms Company nor any of each its Subsidiaries would be reasonably expected to be liable for any liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Company Multiemployer Plan (as those terms are defined in Part I of Subtitle E of Title IV of ERISA) that has not been satisfied in full. (e) Except as set forth in Section 4.13(e) of the Company Disclosure Letter, no event has occurred and no condition exists that would subject the Company by reason of its affiliation with any current or former member of its "controlled group" (within the meaning of Section 414 of the Code) to any material (i) Tax, penalty, fine, (ii) Liens (other than Permitted Liens) or (iii) other liability imposed by ERISA, the Code or other applicable Laws, each Company Benefit Plan which is intended to qualify under Section 401(a) of the Code has been issued a written summary of all material terms of any such unwritten Company Plan); (b) the most recent summary plan description for each such Company Plan for which such a summary plan description is required, together with all subsequent summaries of material modifications; (c) the most recent annual report on Form 5500 with respect to such Company Plan; (d) the most recent favorable determination or opinion letter, if any, issued letter by the IRS with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code and no event has occurred since the date of such qualification or exemption that would reasonably be expected to materially adversely affect such qualification or exemption. Each Company Benefit Plan has been established and administered by the Company in material compliance with its terms and with the applicable provisions of ERISA, the Code and other applicable Laws. (f) Except as set forth in Section 4.13(f) of the Company Disclosure Letter, there are no material Company Benefit Plans under which welfare benefits are provided to past or present employees of the Company and its Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by the Consolidated Omnibus Budget Recommendation Act of 1985, Section 4980B of the Code, Title I of ERISA or any similar state group health plan continuation Laws, the cost of which is fully paid by such employees or their dependents. (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 or benefits due, to any current or former employee of the Company and its Subsidiaries or with respect to any material Company Benefit Plan; (eii) the most recent discrimination test results with respect to such increase any benefits otherwise payable under any material Company Benefit Plan; (fiii) result in the most recent actuarial report with respect to such Company Plan; and (g) each written Contract relating to acceleration of the funding, investment, time of payment or administration vesting of any such compensation or benefits; (iv) result in a non-exempt "prohibited transaction" within the meaning of Section 406 of ERISA or section 4975 of the Code; (v) limit or restrict the right of the Company to merge, amend or terminate any of the material Company Benefit Plans; or (vi) result in the payment of any amount that would reasonably be expected to constitute a material "excess parachute payment," as defined in Section 280G(b)(1) of the Code. (h) With respect to any Company Benefit Plan or any of the Company or any of its Subsidiaries, (i) no Legal Actions (including each trust agreementany administrative investigation, insurance policyaudit or other proceeding by the Department of Labor or the IRS but other than routine claims for benefits in the ordinary course) are pending or, annuity contractto the Knowledge of the Company, threatened, and services agreement(ii) to the Knowledge of the Company, no events or conditions have occurred or exist that would reasonably be expected to give rise to any such Legal Actions. (i) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Company Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) if they are intended to qualify for special tax treatment, meet all requirements for such treatment, and (iii) if they are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. The Each Company Benefit Plan that requires registration with a Governmental Entity has previously provided copies been properly registered, except where any failure to register, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (j) Each material Company Benefit Plan that is a "nonqualified deferred compensation plan" (as defined in Section 409A(d)(1) of the Code) of the Company (i) has been operated in all material respects since January 1, 2005 either pursuant to a grandfathering exemption from Section 409A of the Code or in good faith compliance with Section 409A of the Code, the proposed regulations and other guidance issued thereunder. Each Stock Option has been granted with an exercise price no lower than "fair market value" (within the meaning of Section 409A of the Code) as of the grant date of such documents to Parentoption, and no term of exercise of a Stock Option has been extended after the grant date of such Stock Option.

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, the term “Company Plan” shall mean each “Schedule 3.18(a) attached hereto sets forth a correct and complete list of: (i) all employee welfare benefit plan” plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other equity incentive, compensation, severance, employment, change-in-control, retention, fringe benefit, collective bargaining, bonus, incentive, savings, retirement, deferred compensation, life, health, welfare, cafeteria, perquisites, or other benefit plan, agreement, program, policy or arrangement, whether or not subject to ERISA (including any related funding mechanism), in each case other than a multiemployer plan as defined in Section 4001(a)(33(1) of ERISA ERISA); (“Multiemployer Plan”ii) all employee pension benefit plans (as defined in Section 3(2) of ERISA); and (iii) all other employee benefit plans, programs, policies or arrangements, including and any deferred compensation plan, incentive plan, bonus plan or arrangement, stock option plan, stock purchase plan, stock award plan or other equity-based plan, retention arrangement (other than included in the KERP Liability), under which severance pay plan, dependent care plan, sick leave, disability, death benefit, group insurance, hospitalization, dental, life, any fund, trust or arrangement providing health benefits including multiemployer welfare arrangements, a multiple employer welfare fund or arrangement, cafeteria plan, employee assistance program, scholarship program, vacation policy, employee loan, or other similar plan or arrangement, funded or unfunded, or actual or contingent that is maintained by the Tower Group for the benefit of current employees or consultants, and/or their respective dependents or beneficiaries, of the Tower Group. (a) is referred to herein as an "EMPLOYEE PLAN" and collectively shall be referred to as the "EMPLOYEE PLANS"). (b) Schedule 3.18(b) attached hereto sets forth a list of those Employee Plans that are Assumed Plans. (c) Seller has provided or made available to Purchaser a true, correct and complete copy, where applicable, of: (i) any current or former employee, officer or director, or any natural person who is a contractor or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which are entered into, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries, or (ii) the Company or any of its Subsidiaries has any present or future material liability. Section 3.12(a) of the Company Disclosure Letter lists (a) all documents setting forth the material written terms of each such Company Employee Plan (or or, where a written material Employee Plan has not been reduced to writing, a summary of all material terms of any such unwritten Company Employee Plan); ; (bii) each trust, account or funding agreement, and each insurance contract, with respect to each such Employee Plan; (iii) the three (3) most recently filed annual reports on IRS Form 5500 with respect to each Employee Plan; (iv) the most recently received IRS determination letter for each Employee Plan; (v) the three (3) most recently prepared actuarial reports and financial statements in connection with each Employee Plan; (vi) the most recent summary plan description for each such Company Plan for which such a summary plan description is requireddescription, together with all subsequent any summaries of material modificationsmodification regarding material changes to an Employee Plan, any employee handbooks and any material written communications by the Tower Group to any employee, participant or beneficiary concerning the extent of the benefits provided under any Employee Plan; (vii) for the last three (3) years, all material correspondence with the IRS, United States Department of Labor (the "DOL") and any other Governmental Authority regarding an Employee Plan; (viii) to the extent in Seller's possession or reasonably accessible to Seller, all contracts with third-party administrators, actuaries, investment managers, consultants and other independent contractors that relate to any Employee Plan; and (cix) to the most recent annual report extent in Seller's possession or reasonably accessible to Seller, any other documents in respect of any Employee Plan reasonably requested by Purchaser. (d) Except as set forth on Form 5500 Schedule 3.18(d), the Tower Group does not have any plan or commitment to establish any new Employee Plan or to modify any Employee Plan in any material respect. (e) The Tower Group does not have any obligation to make contributions to a multiemployer plan, within the meaning of Section 3(37) or 4001(a)(3) of ERISA. No "accumulated funding deficiency" as defined in Section 302 of ERISA or Section 412 of the Code, whether or not waived, exists with respect to such Company Plan; (d) any Assumed Plan subject to Section 302 of ERISA or Section 412 of the most recent determination or opinion letterCode and the Tower Group is not, if anyand does not expect to be, issued by the IRS subject with respect to such Company Plan; any Assumed Plan to (ei) any requirement to post security pursuant to Section 412(f) of the most recent discrimination test results with respect Code or (ii) any perfected lien pursuant to such Company Plan; Title IV of ERISA or Section 412(n) of the Code. Except as set forth on Schedule 3.18(e), no benefits have accrued under any Assumed Plan that is subject to Section 412 of the Code or Title IV of ERISA since December 31, 2006. (f) Except for the most recent actuarial report Change in Control Agreements and ordinary course benefits payable or due to employees upon a termination of employment, no Employee Plan exists that would reasonably be expected to result in the payment to any current employee or consultant of the Tower Group of any money or other property, or accelerate, or provide any other rights or benefits to any current employee or consultant of the Tower Group as a result of the consummation of the transactions contemplated by this Agreement, whether alone or in connection with respect to such Company Plan; and any other event. (g) Each Assumed Plan has been maintained and operated in all material respects in compliance with its terms and applicable Law, including ERISA, the Code and the Health Insurance Portability and Accountability Act of 1996. With respect to each written Contract relating Assumed Plan, all reports, returns, notices and other documentation that are required to have been filed with or furnished to the fundingIRS, investmentthe DOL or any other Governmental Authority, or administration of any such Company Plan including each trust agreement, insurance policy, annuity contract, and services agreement. The Company has previously provided copies to the participants or beneficiaries of such documents Employee Plan have been filed or furnished on a timely basis in all material respects. Seller has provided Purchaser with a current list (completed using its best efforts to Parentdo so) of individuals who are eligible for continued health coverage under an Employee Plan pursuant to the provisions of Section 4980B of the Code and Sections 601 through 608, inclusive, of ERISA (which provisions are hereinafter referred to collectively as "COBRA" coverage). Seller shall use its best efforts to update such list from time to time prior to the Closing as reasonably requested by Purchaser. Except as provided by the Change in Control Agreements, as required by COBRA (or any similar state or foreign Law) or pursuant to the Retiree Benefits Settlements or as may be provided by the Consolidated Pension Plan, no Assumed Plan has or includes an obligation to provide health or welfare benefits to any individual following termination of employment.

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, Section 3.13(a) of the term “Company Plan” shall mean Disclosure Letter sets forth a correct and complete list of each “"employee benefit plan” " (within the meaning of Section 3(3) of the Employee Retirement Income Security Act ERISA but excluding any plan that is a "multiemployer plan," as defined in Section 3(37) of 1974, as amended ERISA (“ERISA”"Multiemployer Plan")) and each other equity incentivedirector and employee plan, program, agreement or arrangement, vacation or sick pay policy, fringe benefit plan, compensation, severanceseverance or employment agreement, employment, change-in-control, retention, fringe benefit, collective bargaining, stock bonus, incentivestock purchase, savingsstock option, retirementrestricted stock, deferred compensation, life, health, welfare, cafeteria, perquisites, stock appreciation right or other benefit equity-based plan, agreement, program, policy and bonus or arrangementother incentive compensation or salary continuation plan or policy, whether formal or informal, oral or written, contributed to, sponsored or maintained by or with respect to which the Company or any Subsidiary of the Company has any liability (contingent or otherwise) as of the date hereof for the benefit of any current, former or retired employee, officer, consultant, independent contractor or director of the Company or any Subsidiary of the Company (such plans, programs, policies, agreements and arrangements, collectively, being the "Company Plans"). (b) With respect to each Company Plan, the Company has made available to Parent a current, accurate and complete copy thereof (or, if a plan is not subject written, a written description thereof) and, to ERISA (including any related funding mechanism)the extent applicable, in each case other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA (“Multiemployer Plan”), under which (i) any related trust or custodial agreement or other funding instrument, (ii) the most recent determination letter, if any, received from the Internal Revenue Service (the "IRS"), (iii) any current summary plan description or former employeeemployee handbook, officer (iv) for the most recent year (A) the Form 5500 and attached schedules, (B) audited financial statements, and (C) actuarial valuation reports, if any, and (v) copies of any correspondence from the IRS, SEC, Pension Benefit Guaranty Corporation or directorDepartment of Labor (or any agency thereof) relating to any compliance issues with respect to any Company Plan. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Company Plan has been established and is being administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the "Code"), and other Law. (d) No Company Plan is a Multiemployer Plan, and neither the Company, its Subsidiaries nor 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) has within the past six years sponsored or contributed to, or has or had any natural person who liability or obligation in respect of, any Multiemployer Plan. (e) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no Actions (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of the Company, threatened with respect to any Company Plan. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any Subsidiary of the Company has incurred any liability under Title IV of ERISA that has not been satisfied in full. (g) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Company Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has received a contractor determination letter to that effect from the IRS and, to the Knowledge of the Company, no circumstances exist which would reasonably be expected to materially adversely affect such qualification or consultant exemption; (ii) no event has occurred and no condition exists that would subject the Company or its Subsidiaries, either directly or by reason of their affiliation with any member of their Controlled Group to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other Law, rules or regulations; and (iii) no "prohibited transaction" (as such term is defined in Section 406 or ERISA and Section 4975 of the Code) or "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA and Section 412 of the Code (whether or not waived)) has occurred with respect to any Company Plan. (h) With respect to each of the Company Plans that is subject to Title IV of ERISA, the assets of each such Company Plan are at least equal in value to the present value of the accrued benefits (vested and unvested) of the participants in such Company Plan on a termination and projected benefit obligation basis, based on the actuarial methods and assumptions indicated in the most recent applicable actuarial valuation reports. (i) No Company Plan 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(s)), could result in (i) the payment to any employee or director of the Company or any of its Subsidiaries of any money or other property (“Covered Employees”other than pursuant to Sections 2.2 or 2.3 of this Agreement); (ii) has the provision of any present benefits or future right other rights to benefits and which are entered into, contributed to, sponsored by any employee or maintained by director of the Company or any of its Subsidiaries, ; or (iiiii) the increase, acceleration or provision of any payments, benefits or other rights to any employee of the Company or any of its Subsidiaries has that could result in the Company's loss of a deduction under Section 280G of the Code with respect to any present such payment, benefit or future material liability. other right. (j) Section 3.12(a3.13(j) of the Company Disclosure Letter lists sets forth a correct and complete list of each Company Plan that is maintained outside the jurisdiction of the United States or covers any employee of the Company or any of its Subsidiaries residing or working outside the United States (aany such Company Plans set forth in Section 3.13(j) of the Company Disclosure Letter, "Foreign Benefit Plans"). With respect to any Foreign Benefit Plans, except as would not reasonably be expected to have a Material Adverse Effect, (i) all documents setting forth the material written Foreign Benefit Plans have been established, maintained and administered in compliance with their terms of each such Company Plan (or a written summary of and all material terms applicable Law of any such unwritten Company Plan)controlling Governmental Entity; (bii) 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 most recent summary plan description for each such accounting statements of the applicable Company Plan for which such a summary plan description is required, together with all subsequent summaries or Subsidiary entity; and (iii) no liability or obligation of material modifications; (c) the most recent annual report on Form 5500 Company or its Subsidiaries exists with respect to such Foreign Benefit Plans that has not been disclosed in Section 3.13(j) of the Company Plan; (d) the most recent determination or opinion letter, if any, issued by the IRS with respect to such Company Plan; (e) the most recent discrimination test results with respect to such Company Plan; (f) the most recent actuarial report with respect to such Company Plan; and (g) each written Contract relating to the funding, investment, or administration of any such Company Plan including each trust agreement, insurance policy, annuity contract, and services agreement. The Company has previously provided copies of such documents to ParentDisclosure Letter.

Employee Compensation and Benefit Plans; ERISA. (a) As used hereinSection 4.14(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the term “Company Plan” shall mean each date of this Agreement, of all material (i) employee benefit plans, programs and Contracts, including pension, retirement, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, vacation, bonus or other incentive plans, all medical, vision, dental or other health plans, all life insurance plans, all employment Contracts, and all other employee benefit plans or fringe benefit plans, including “employee benefit planplans” (within the meaning of as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other equity incentive, compensation, severance, employment, change-in-control, retention, fringe benefit, collective bargaining, bonus, incentive, savings, retirement, deferred compensation, life, health, welfare, cafeteria, perquisites, or other benefit plan, agreement, program, policy or arrangement, whether or not subject to ERISA (including any related funding mechanism), in each case other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA (“Multiemployer Plan”)case, under which (i) any current whether oral or former employeewritten, officer funded or directorunfunded, or any natural person who is a contractor insured or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which are entered intoself-insured, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries, or (ii) to which the Company or any of its Subsidiaries contributes or is obligated to contribute, or with respect to which the Company or any of its Subsidiaries has or may have any present liability (contingent or future material otherwise), in each case, for or to any current or former employees, directors, officers or consultants of the Company or any of its Subsidiaries located primarily in the United States and/or their dependents (collectively, the “Benefit Plans”), and (ii) benefit plans that are comparable to the Benefit Plans and that are maintained pursuant to the Laws of a country other than the United States, other than benefit plans that are required to be maintained under the Laws of the applicable country (collectively, the “Foreign Plans”). For purposes of this Agreement, the term “plan,” when used with respect to Foreign Plans, shall mean a “scheme” or other employee benefit program or arrangement in accordance with specific country usage. (b) Each Benefit Plan intended to be subject to Code Section 401(a) and each trust established in connection with any such Benefit Plan which is intended to be tax exempt under Code Section 501(a) has been determined by the Internal Revenue Service to be qualified under Code Section 401(a) or exempt from taxation under Code Section 501(a), as the case may be, or the remedial amendment period for such determination has not expired, and, to the Knowledge of the Company, no event has occurred that would adversely affect such determination. Except as would not have a Material Adverse Effect: (i) all the Benefit Plans and the related trusts comply with and have been administered in compliance with (A) the applicable provisions of ERISA, (B) all applicable provisions of the Code, (C) all other applicable Laws, and (D) their terms and the terms of any applicable collective bargaining or applicable collective labor Contracts; and, in each case, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority questioning or challenging such compliance; (ii) there are no unresolved claims or disputes under the terms of, or in connection with, the Benefit Plans other than claims for benefits which are payable in the ordinary course; (iii) there has not been any nonexempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan; (iv) no litigation has been commenced with respect to any Benefit Plan and, to the Knowledge of the Company, no such litigation is threatened (other than routine claims for benefits in the normal course); and (v) there are no audits or investigations by a Governmental Authority pending or, to the Knowledge of the Company, threatened in connection with any Benefit Plan. (c) Neither the Company nor any ERISA Affiliate (i) sponsors or contributes to a Benefit Plan that is a “defined benefit plan” (as defined in ERISA Section 3(35)); (ii) has an “obligation to contribute” (as defined in ERISA Section 4212) to a Benefit Plan that is a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)); (iii) has any liability. , contingent or otherwise, under Title IV of ERISA with respect to a Benefit Plan; or (iv) except as listed in Section 3.12(a4.14(c) of the Company Disclosure Letter lists Letter, sponsors, maintains or contributes to any plan, program or arrangement that provides for post-retirement or other post-employment welfare benefits (aother than coverage or benefits (A) all documents setting forth the material written terms of each such Company Plan (or a written summary of all material terms of any such unwritten Company Plan); (b) the most recent summary plan description for each such Company Plan for which such a summary plan description is required, together with all subsequent summaries of material modifications; (c) the most recent annual report on Form 5500 with respect required to such Company Plan; (d) the most recent determination or opinion letter, if any, issued by the IRS with respect to such Company Plan; (e) the most recent discrimination test results with respect to such Company Plan; (f) the most recent actuarial report with respect to such Company Plan; and (g) each written Contract relating to the funding, investment, or administration of any such Company Plan including each trust agreement, insurance policy, annuity contract, and services agreement. The Company has previously be provided copies of such documents to Parent.under

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, Section 3.13(a) of the term “Company Plan” shall mean Disclosure Letter contains a true and complete in all material respects list of each “employee benefit plan” (within the meaning of ”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , and each other equity bonus, option, stock purchase, equity, phantom equity, stock appreciation right, incentive, deferred compensation, retirement, supplemental retirement, severance, employmentsalary continuation, changepension, profit-in-controlsharing, retentionsavings, dependent care, employee assistance, fringe benefit, collective bargainingmedical, bonusdental, incentive, savings, retirement, deferred compensation, life, health, post-retirement welfare, cafeteriaretention, perquisiteschange in control, vacation, holiday, disability, death benefit or other benefit plan, agreementcontract, programprogram or arrangement (whether written or unwritten, policy qualified or arrangementnonqualified, whether funded or not subject to ERISA (unfunded and including any related funding mechanism)that have been frozen) which is or, in each case other than a multiemployer plan as defined in Section 4001(a)(3during the past seven (7) of ERISA (“Multiemployer Plan”)years, under which (i) any current or former employeehas been sponsored, officer or director, or any natural person who is a contractor or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which are entered intomaintained, contributed to, sponsored by to or maintained participated in by the Company or any of its SubsidiariesERISA Affiliates or Subsidiaries for the benefit of current or former employees (or their beneficiaries or dependents), or (ii) under which the Company or any of its ERISA Affiliates or Subsidiaries have any liability with respect to any current or former employee (collectively, the “Company Plans”). (b) The Company has delivered to Parent true and complete copies of (i): all documents describing each Company Plan, including all amendments thereto, and in the case of an unwritten Company Plan, a written description thereof; (ii) the current summary plan description (“SPD”) and each summary of material modifications thereto (“SMM”), but only to the extent the Company Plan is subject to the SPD requirement or SMM requirement; (iii) the three most recent annual reports (Form 5500 and all schedules thereto) filed with respect to each Plan, but only to the extent the Company Plan is required to file a Form 5500; (iv) the most recent Internal Revenue Service (“IRS”) determination or opinion letter, to the extent such Company Plan is the subject of a determination or opinion letter; (v) all records, notices and filings with respect to any present IRS or future Department of Labor audits or investigations, “prohibited transactions” within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), and “reportable events” within the meaning of Section 403 of ERISA; and (vi) any related trust agreements, custodial agreements, insurance contracts and policies, third party administrator contracts, vendor contracts, funding arrangements, audit reports, financial statements, actuarial valuation reports, annual reports and material communications; and (v) copies of any correspondence to and from the IRS, SEC, Pension Benefit Guaranty Corporation, Department of Labor or any foreign equivalent (or any agency thereof) relating to any material compliance issues with respect to any Company Plan. (c) Neither the Company nor any of its ERISA Affiliates or Subsidiaries have ever (i) maintained, sponsored or contributed to any plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code; (ii) contributed to or had any obligation to contribute to a “multiemployer plan”, as defined in Section 3(37) or ERISA; (ii) contributed to or had any obligation to contribute to a “multiple employer plan”, as described in Section 413(c) of the Code . (d) To the Knowledge of the Company, no facts or circumstances exist that would jeopardize the qualified status of the Xxxxx Instruments Corp. 401(k) Plan (“401(k) Plan”) or the tax-exempt status of the trust(s) created thereunder. The 401(k) Plan has been amended as required under the Code and ERISA, and applicable regulations thereunder, and as of the Closing Date there are no amendments to the 401(k) Plan that must be made for the 401(k) Plan to remain qualified under Section 401(a) of the Code. There has been no termination of the 401(k) Plan within the meaning of Section 411(d)(3) of the Code. To the extent a partial termination, within the meaning of Section 411(d)(3) of the Code, has occurred with respect to the 401(k) Plan, all affected participants became fully vested. (e) The Xxxxx Instruments Corporation Employee Stock Ownership Plan (“ESOP”) was terminated on July 11, 2008, and all assets held by the trust(s) created thereunder have been distributed to the appropriate ESOP participants. To the Knowledge of the Company, no facts or circumstances exist that would jeopardize the qualified status of the ESOP or the tax-exempt status of the trust(s) created thereunder. As of its termination date, the ESOP had been amended as required under the Code and ERISA, and applicable regulations thereunder. (f) Other than the 401(k) Plan and the ESOP, to the Company’s Knowledge, neither the Company nor any of its ERISA Affiliates or Subsidiaries have ever maintained, sponsored or contributed to any other plan or arrangement that was or is intended to be qualified for tax-favored treatment under Section 401(a) of the Code. (g) Neither the Company nor any of its ERISA Affiliates or Subsidiaries have any obligation to gross-up, indemnify or otherwise reimburse any person for any income, excise or other tax incurred by such person pursuant to any applicable federal, state, local or non-U.S. Law related to the collection and payment of Taxes. (h) The Company and each of its ERISA Affiliates and Subsidiaries have performed all material obligations required to be performed by them under the Company Plans, including the payment of all benefits, contributions and premiums required by and due under the terms of each Company Plan or applicable Law. There are no material liabilities or obligations, including fines and penalties, with respect to any current Company Plans or other Company Plans previously maintained, sponsored or contributed to by the Company, an ERISA Affiliate or a Subsidiary or to which the Company, an ERISA Affiliate or a Subsidiary previously sponsored, contributed or had an obligation to maintain. With respect to any insurance policy or premium payment obligation, to the Company’s Knowledge, neither the Company nor any of its ERISA Affiliates or Subsidiaries shall be subject to a retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability. . (i) No act, omission or transaction has occurred that would result in imposition on the Company, its ERISA Affiliates or its Subsidiaries of: (i) breach of fiduciary duty liability damages under Section 3.12(a409 of ERISA; (ii) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA; or (iii) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code. (j) To the Knowledge of the Company, each Company Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) is: (i) listed in Section 3.13(j) of the Company Disclosure Letter lists Letter; and (aii) all documents setting forth in compliance, in both form and operation, with the material written terms requirements of each Section 409A of the Code and the regulations and guidance promulgated thereunder; and no amounts paid or deferred under any such Company Plan is (or has been), or upon vesting or settlement will be, subject to the additional tax under Section 409A(a)(1)(B) of the Code. To the Knowledge of the Company, no participant in any such Company Plan (that is such a “nonqualified deferred compensation plan”) is, or will be, subject to the penalties of Section 409A(a)(1) of the Code. (k) There is no Contract or Company Plan to which the Company or any of its ERISA Affiliates or Subsidiaries is (or has been) a written summary party that, individually or collectively, did (or would) give rise to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code. (l) Except as otherwise disclosed on Section 3.13(l) of the Company Disclosure Letter: (i) To the Knowledge of the Company, the Company and each of its ERISA Affiliates and Subsidiaries are in compliance in all material terms respects with the provisions of applicable Law, including ERISA and the Code (or any such unwritten Company Plansimilar applicable law of a country other than the United States); (b) the most recent summary plan description for each such Company Plan for which such a summary plan description is required, together with all subsequent summaries of material modifications; (c) the most recent annual report on Form 5500 with respect to the Company Plans. The Company Plans are and have at all times been maintained, operated, and administered in compliance in all material respects with their terms and any related documents or agreements and the provisions of all applicable Law, including but not limited to ERISA and the Code. (ii) There are no Actions pending or, to the Company’s Knowledge, threatened against the Company, any ERISA Affiliate, any Subsidiary, the Company Plans or the Company Plans’ fiduciaries with respect to the Company’s or any ERISA Affiliate’s or any Subsidiary’s maintenance of the Company Plans, other than routine claims for benefits payable in the normal operations of the Company Plans. (iii) Neither the Company nor any ERISA Affiliate or Subsidiary or any fiduciary, trustee or administrator of any Company Plan has engaged in or, in connection with the transactions contemplated by this Agreement, will engage in any transaction with respect to any Company Plan that would subject such Company Plan, a Company Plan fiduciary, the Company, any ERISA Affiliate or a Subsidiary to a tax, penalty or liability for a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code. The assets of the Company or any ERISA Affiliate or Subsidiary are not, and the Company does not reasonably expect any of them to become, subject to a lien imposed under the Code or under Title I or Title IV of ERISA. (iv) No Company Plan provides benefits, including without limitation, death or medical benefits, beyond termination of service or retirement other than: (A) coverage mandated by Law; or (dB) death or retirement benefits under a Company Plan qualified under Section 401(a) of the most recent determination or opinion letter, if any, issued Code. Each Company Plan may be unilaterally amended and/or terminated at any time by the IRS Company. Neither the Company nor any of its ERISA Affiliates or Subsidiaries have communicated to any person any intention or commitment to modify any of the Company Plans or to establish or implement any other compensation plan, policy agreement or arrangement. Neither the Company nor any of its ERISA Affiliates or Subsidiaries have any obligation to provide health or other welfare benefits (whether or not insured) to any current or former employee (or dependent thereof) beyond the termination of employment (other than pursuant to continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or other applicable Law). (v) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, such as termination of employment or other service): (A) result in or cause any payment (whether of severance pay or otherwise), acceleration of an obligation, forgiveness of indebtedness, vesting, distribution or increase in benefits with respect to such any Company Plan or any current or former employee of the Company or any ERISA Affiliate or Subsidiary; (B) result in any breach or violation of, or a default under, any of the Company Plans, or cause any liability for Taxes or any reporting obligation under Section 409A of the Code; or (C) cause or result in a limitation (other than any limitation imposed by applicable Laws) on the right of the Company to amend or terminate any Company Plan; (e. Parent acknowledges that, in the event the 401(k) the most recent discrimination test results with respect to Plan is terminated, participants in such Company Plan; (f) the most recent actuarial report with respect to such Company Plan; and (g) each written Contract relating plan will be vested to the funding, investment, or administration extent required under Section 411(d)(3) of the Code. No Company Plan provides for “parachute payments” within the meaning of Section 280G of the Code. (vi) None of the assets of any such Company Plan including each trust agreementare currently invested in any property constituting “employer real property” or an “employer security” with the meaning of Section 407 of ERISA. (m) For purposes of this Section 3.13, insurance policythe term “ERISA Affiliate” means (i) any corporation in a controlled group of corporations (within the meaning of Section 414(b) of the Code) that includes the Company, annuity contract(ii) any trade or business (whether incorporated or not) which is under common control with the Company (within the meaning of Section 414(c) of the Code), and services agreement. The (iii) any member of an affiliated service group (within the meaning of Section 414(m) of the Code) that includes the Company has previously provided copies or (iv) any other Person treated as an affiliate of such documents to Parentthe Company under Section 414(o) of the Code.

Employee Compensation and Benefit Plans; ERISA. (a) As used hereinSection 3.13(a) of the Company Disclosure Letter sets forth a correct and complete list of all material Company Plans and Multiemployer Plans. (b) The Company has heretofore made available to Parent and Carve-out Buyer, the term “with respect to each material Company Plan, (i) current and complete copies of any such written Company Plan or, where oral, written summaries of the terms thereof (and if applicable, related trust documents, funding documents or insurance policies), including all amendments thereto, (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedules, if any, (iii) the most recent determination letter or opinion letter from the Internal Revenue Service (if applicable) for such Company Plan, (iv) the most recent actuarial valuation report, if any, (v) the most recent summary plan descriptions and summaries of material modifications relating to such Company Plan and (vi) all material written communications to employees relating to such Company Plan made within the last year. (c) (i) Each Company Plan has been established, registered, amended, funded, invested, maintained and administered in all material respects in compliance with its terms and with applicable Law, including ERISA and the Code to the extent applicable thereto, (ii) each Company Plan that is intended to be a qualified plan under Section 401(a) of the Code, and the trusts (if any) forming a part thereof, are so tax qualified and have received a favorable determination or opinion letter to that effect from the IRS and to the effect that each such trust is exempt from taxation under Section 501(a) of the Code, and to the Knowledge of the Company, no event has occurred since the date of such determination or opinion that would reasonably be expected to adversely affect such determination, (iii) each Company Plan that is maintained for employees located in a country other than the United States and which is intended to qualify for tax-preferred or tax-exempt treatment in such country has been duly registered in accordance with applicable Laws and, to the Knowledge of the Company, there are no existing circumstances or any events that have occurred that could reasonably be expected to adversely affect the tax status of any such plan, (iv) all material contributions, premiums or other amounts payable by the Company or its Subsidiaries as of the date hereof with respect to each Company Plan and Multiemployer Plan in respect of current or prior plan years have been timely paid in accordance with applicable Law, (v) there are no pending, threatened or, to the Knowledge of the Company, anticipated Actions, claims (other than routine claims for benefits in accordance with the terms of the Company Plans), audits or inquiries by, on behalf of or against any of the Company Plans or any trusts related thereto that could reasonably be expected to result in any material liability of the Company or any of its Subsidiaries, either directly or by reason of the Company’s or any of its Subsidiaries’ affiliation with any of its ERISA Affiliates and (vi) each Company Plan subject to Section 409A of the Code is in material compliance in form and operation with Section 409A of the Code and the applicable guidance and regulations thereunder. No Option has a per share exercise price that is less than the fair market value of the stock underlying such Option on the date of grant, as determined in accordance with Section 409A of the Code. (d) Except as set forth in Section 3.13(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries or ERISA Affiliates maintains, sponsors, contributes to or has any liability (including any contingent liabilities), or has in the past six years maintained, sponsored, contributed to or had any liability (including any contingent liabilities), with respect to any (i) Company Plan that is subject to Part 3, Subtitle B of Title I of ERISA or Title IV of ERISA or otherwise is a “defined benefit” shall mean type pension plan under applicable Law (ii) Company Plan that provides medical or other welfare benefits with respect to current or former employees or directors of the Company or its Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by applicable Law. With respect to each Company Plan that is subject to Title IV of ERISA, (i) no “employee benefit planreportable event,” (within the meaning of Section 3(34043 of ERISA (other than an event for which the 30-day notice period has been waived), and no event described in Section 4062 or 4063 of ERISA, has occurred in the last twelve months that has resulted in or could reasonably be expected to result in material liability to the Company or its Subsidiaries; (ii) no such Company Plan is in “at risk” status within the meaning of Section 430 of the Code or Section 303 of ERISA; (iii) there has been no cessation of operations at a facility within the last six years that has resulted in or could reasonably be expected to result in material liability to the Company or its Subsidiaries under Section 4062(e) of ERISA, (iv) no lien on the assets of the Company or its Subsidiaries has arisen or could reasonably be expected to arise under ERISA or the Code as a result of actions or inactions by the Company or its Subsidiaries, and (v) neither the Company nor its Subsidiaries has (A) engaged in a transaction described in Section 4069 or 4212(c) of ERISA that could result in a material liability to the Company or its Subsidiaries after the Closing Date or (B) incurred, or reasonably expects to incur prior to the Closing Date, any liability under Title IV of ERISA (x) arising in connection with any termination thereof, or a complete or partial withdrawal therefrom, and (y) that could become a material liability of the Company or its Subsidiaries after the Closing Date. Neither the Company nor any of its Subsidiaries has any actual or contingent ERISA Affiliate Liability other than with respect to any benefit plans maintained, sponsored or contributed to by the Company or its Subsidiaries. (e) Except as set forth in Section 3.13(e) of the Employee Retirement Income Security Act Company Disclosure Letter or as provided in this Agreement, the consummation of 1974the Transactions will not, as amended (“ERISA”)) and each other equity incentiveeither alone or in combination with another event, compensation, severance, employment, change-in-control, retention, fringe benefit, collective bargaining, bonus, incentive, savings, retirement, deferred compensation, life, health, welfare, cafeteria, perquisites, or other benefit plan, agreement, program, policy or arrangement, whether or not subject to ERISA (including any related funding mechanism), in each case other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA (“Multiemployer Plan”), under which (i) entitle any current or former employee, consultant, director or officer or director, or any natural person who is a contractor or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has to any present material severance pay, material unemployment compensation or future right to benefits and which are entered into, contributed to, sponsored by any other material payment or maintained by material benefit from the Company or any of its Subsidiaries, or (ii) accelerate the time of payment, funding or vesting, or materially increase the amount of compensation, equity awards or other benefits due to any such employee, consultant, director or officer, (iii) limit or restrict the right of the Company or any of its Subsidiaries to merge, amend or terminate any Company Plan or (iv) result in the receipt or acceleration of compensation, equity awards or other benefits (whether in cash or property or the vesting of property) by any current or former employee, consultant, officer, or director of the Company or any of its Subsidiaries under any Company Plan or otherwise that would not be deductible by reason of Section 280G of the Code or that would be subject to an excise tax under Section 4999 of the Code (or any corresponding provisions of state, local or foreign Tax Law) or that would not be deductible by reason of Sections 162(m) of the Code. (f) Neither the Company nor any of its Subsidiaries has any present formal plan or future has made any enforceable promise or commitment to create any additional Company Plan which would be considered to be a material liability. Company Plan once created or to materially improve or change the benefits provided under any Company Plan. (g) Except as set forth in Section 3.12(a3.13(g) of the Company Disclosure Letter lists (a) all documents setting forth Letter, neither the material written terms Company nor any of each such Company Plan its Subsidiaries is party to, or is otherwise obligated under, any plan, policy, agreement or arrangement that provides for the gross-up, indemnity or reimbursement of Taxes imposed under Section 409A or 4999 of the Code (or a written summary any similar provisions of all material terms foreign, state or local Law relating to Tax). Neither the Company nor any of its Subsidiaries is liable for any such unwritten Company Plan); (b) the most recent summary plan description for each such Company Plan for which such a summary plan description is requiredpayment to any trust or other fund maintained by any local, together with all subsequent summaries of material modifications; (c) the most recent annual report on Form 5500 state or national government or to any other Governmental Authority, with respect to such unemployment compensation benefits, pensions, social security or other benefits or obligations for employees, agents, distributors or independent contractors (other than routine payments to be made in the ordinary course of business consistent with past practice or as required by applicable Law). (h) Except as set forth in Section 3.13(h) of the Company Plan; Disclosure Letter, neither the Company nor its Subsidiaries or ERISA Affiliates have within the past six years been obligated to contribute to or had any Liability (dincluding current or potential withdrawal Liability) the most recent determination or opinion letter, if any, issued by the IRS with respect to such any Multiemployer Plan or any “multiple employer plan” within the meaning of the Code or ERISA and none of the Company Plan; (e) Plans are Multiemployer Plans or multiple employer plans. None of the most recent discrimination test results with respect to such Company Plan; (f) the most recent actuarial report with respect to such or its Subsidiaries, any Company Plan; and (g) each written Contract relating Plan or, to the fundingKnowledge of the Company, investmentany “disqualified person” (as defined in Section 4975 of the Code) or “party in interest” (as defined in Section 3(18) of ERISA), has engaged in any non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or administration Section 406 of ERISA) which has resulted or would reasonably be expected to result in any such material Liability to the Company or its Subsidiaries. No Company Plan including each trust agreement, insurance policy, annuity contract, and services agreement. The Company has previously provided copies of is or is intended to be a “registered pension plan” as such documents to Parentterm is defined in the ITA.

Employee Compensation and Benefit Plans; ERISA. (a) As used herein, the term “Company Plan” shall mean each material employee benefit plan (including but not limited to “employee benefit planplans” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), “voluntary employees’ beneficiary associations” under Section 501(c)(9) of the Code (each, a “VEBA”) and each other material equity incentive, compensation, severance, employment, change-in-control, termination, retention, fringe benefit, collective bargaining, bonus, incentive, stock option, stock purchase, stock appreciation right, stock-based, savings, retirement, deferred compensation, life, health, health and welfare, cafeteria, perquisites, or other benefit plan, agreement, program, policy or arrangementContract, whether or not subject to ERISA (including any related funding mechanism), in each case other than a “multiemployer plan plan,” as defined in Section 4001(a)(33(37) of ERISA (“Multiemployer Plan”), under which (i) any current or former employee, officer or officer, director, or any natural person who is a contractor or consultant of the Company or any of its Subsidiaries (“Covered Employees”) has any present or future right to benefits and which are entered into, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries, Subsidiaries or (ii) the Company or any of its Subsidiaries has any present or future material liability. Section 3.12(a) of With respect to each material Company Plan, the Company Disclosure Letter lists has made available to Parent, to the extent applicable, true, correct and complete copies of (a1) all documents setting forth the material written terms of each embodying such Company Plan Plan, including (without limitation) all amendments thereto and all related trust documents, insurance contracts or other funding vehicles, (2) written descriptions of any Company Plans that are not set forth in a written summary of all material terms of any such unwritten Company Plan); document, (b3) the most recent summary plan description for each such applicable Company Plan for which such a summary plan description is requiredPlan, together with all subsequent the summary or summaries of material modifications; modifications thereto, (c4) the two most recent annual report on Form 5500 with respect to such Company Plan; actuarial valuations, (d5) the most recent determination or opinion letter, if any, letter issued by the IRS with respect to any Company Plan and related trust intended to be qualified under Section 401(a) of the Code and any pending request for such Company Plan; a determination letter and (e6) the two most recent discrimination test results with respect to such Company Plan; annual reports (f) the most recent actuarial report with respect to such Company Plan; Form 5500 or 990 series and (g) each written Contract relating to the funding, investment, or administration of any such Company Plan including each trust agreement, insurance policy, annuity contract, all schedules and services agreement. The Company has previously provided copies of such documents to Parentfinancial statements attached thereto).