Common use of Employee Matters and Benefit Plans Clause in Contracts

Employee Matters and Benefit Plans. (a) Each employment, deferred compensation, pension, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, profit-sharing or retirement plan, arrangement or agreement, each medical, vacation, retiree medical, severance pay plan, and each other agreement (including any severance, change in control or similar agreement) or fringe or other material benefit or compensation plan, program, agreement or arrangement, (x) in each case that is sponsored or maintained by a Seller in connection with the Business or any Purchased Entity, that affects or covers any current or former employee, officer, director, contractor or agent of the applicable Seller in connection with the Business or any Purchased Entity and under which the applicable Seller or Purchased Entity has any Liability in connection with the Business or (y) with respect to which the applicable Seller contributes with respect to the Business or any Purchased Entity has any Liability (including, “employee benefit plans” within the meaning of Sections 3(1), 3(2) and 3(3) of ERISA) (each a “Company Plan” and collectively, the “Company Plans”) has been listed on Section 4.12(a) of the Disclosure Schedule. True and complete copies of the following have been Made Available to Purchaser by Honeywell: (i) the most recent copy of the Company Plans, including any trust instruments and all amendments thereto, (ii) the most recent annual reports filed on Form 5500, including all required schedules for each Company Plan required to file an annual report, (iii) the most recent determination letter issued by the Internal Revenue Service for each Company Plan that is intended to be “qualified” under Section 401(a) of the Code, (iv) the most recent summary plan description and any summary of material modifications, as required, for each Company Plan, (v) the most recent actuarial reports, if any, relating to each Company Plan, and (vi) the most recent actuarial valuation, study or estimate of any Company Plan that is a retiree medical and life insurance benefits plan or supplemental retirement benefits plan. (b) Each Company Plan that is intended to qualify under Section 401(a) of the Code has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under Section 501(a) of the Code and nothing has occurred that would adversely affect such qualification or exempt status. Except as set forth in Section 4.12(b) of the Disclosure Schedule, and except as would not give rise to a Liability of the Business that would be an Assumed Liability or a Liability of a Purchased Entity, with respect to each Company Plan: (i) such Company Plan has been maintained, funded and administered in all material respects in accordance with its terms and applicable Law, including (if applicable) ERISA and the Code; (ii) except for routine claims for benefits, no disputes are pending or, to the Knowledge of the Sellers, threatened; (iii) neither the Sellers or the Purchased Entities nor any trustee nor any fiduciary of a Company Plan that is subject to ERISA or the Code has engaged in any prohibited transaction within the meaning of Sections 406 or 407 of ERISA or Section 4975 of the Code or any breach of fiduciary duty with respect to any such Company Plan; (iv) all contributions, distributions and premium payments required under ERISA and the Code to be made with respect to any Company Plan as of the Closing Date have been made or shall have been made or are accrued on the Final Net Working Capital in full; (v) no Company Plan that is subject to ERISA or the Code is a “multiemployer plan” within the meaning of Section 3(37) of ERISA or a “multiple employer plan” within the meaning of Section 413(c) of the Code; and (vi) there are no Actions pending before the Internal Revenue Service, Department of Labor or other Governmental Authority with respect to any Company Plan, nor to the Knowledge of the Sellers is any such Action threatened. Each contract, arrangement, or plan with respect to the Purchased Entities, the Purchased Assets, and the Business that is a “nonqualified deferred compensation plan” (as defined for purposes of Code Section 409A(d)(1)) is in documentary and operational compliance with Code Section 409A and the applicable guidance issued thereunder in all material respects. None of the Purchased Entities has any indemnity obligation for any Taxes imposed under Section 4999 or 409A of the Code. (c) Except as set forth in Section 4.12(c) of the Disclosure Schedule, no Company Plan is a “defined benefit plan” subject to Title IV of ERISA or Section 412 of the Code. The Sellers have no Liability that could otherwise become a Liability of Purchaser or any of its Affiliates, and the Purchased Entities have no Liability: (i) under or with respect to (A) any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Code Section 412, (B) any “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA, (C) any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, or (D) any “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code; or (ii) on account of being at any time considered a single employer under Section 414 of the Code with any Person other than the Sellers and the Purchased Entities. (d) Except as set forth in Section 4.12(d) of the Disclosure Schedule, none of the Sellers (solely with respect to the Business) or the Purchased Entities have any Liability for retiree or post-termination health or life or other welfare type benefits under any Company Plan, other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA, or under the continuation of coverage provisions of the Laws of any state or locality. (e) Except as set forth in Section 4.12(e) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement by the Sellers will not, either alone or in combination with another event, (i) entitle any current or former employee, officer, director, contractor or agent of the Business or the Purchased Entities to severance pay, unemployment compensation or any other payment, in each case, under any Company Plan, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, through a grantor trust or otherwise, or increase the amount of, compensation or benefits due any such current or former employee, officer, director, contractor or agent or trigger any other obligation pursuant to, any of the Company Plans, (iii) result in any breach or violation of, or a default under, any of the Company Plans, or (iv) in respect of any Company Plan that is subject to the Code, result in any payment that would be a “parachute payment” to a “disqualified individual” as those terms are defined in Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. (f) The Sellers and the Purchased Entities have, for purposes of each Company Plan, correctly classified those individuals performing services for the Business as listed in Section 6.10 of the Disclosure Schedule as common law employees, leased employees, independent contractors or agents, as and where applicable. (g) Except as required by applicable Law or as set forth in Section 4.12(g) of the Disclosure Schedule, no benefit or compensation plan, program, agreement or arrangement is maintained outside the jurisdiction of the United States, or covers any individual residing or working outside the United States (each a “Foreign Plan”). Each Foreign Plan complies with applicable Laws in all material respects. All contributions, distributions and premium payments required to be made with respect to each Foreign Plan have been timely made or properly accrued. No Liability in connection with the termination of, or withdrawal from, any Foreign Plan has been incurred or will be incurred as a result of the transactions contemplated by this Agreement. No Foreign Plan has any unfunded Liabilities that have not been properly accrued. No benefits payable under any Foreign Plan will be increased as a result of the consummation of the transactions contemplated by this Agreement, either alone or in combination with another event.

Employee Matters and Benefit Plans. (a) Each Section 4.13(a)(i) of the Disclosure Schedule identifies each employment, bonus, deferred compensation, pension, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, profit-sharing or retirement plan, arrangement or agreementpractice, each medical, vacation, retiree medical, severance pay plan, and each other agreement (including any severance, change in control or similar agreement) or fringe or other material benefit or compensation plan, programarrangement or practice, agreement or arrangement, (x) in each case that is sponsored or maintained by a of the Seller in connection with the Business or any Purchased Entity, that which affects or covers any current or former employee, officer, director, contractor or agent employee of the applicable Seller in connection with the Business Companies or any Purchased Entity and under which the applicable Seller or Purchased Entity has any Liability in connection with the Business or (y) with respect to which the applicable Seller contributes with respect to the Business or any Purchased Entity has any Liability (includinga Subsidiary, “including all "employee benefit plans” within the meaning of Sections 3(1), 3(2) and " as defined by Section 3(3) of ERISA) ERISA (each a “Company Plan” and collectively, the “"Seller Plans"). Purchaser will have no liabilities or obligations under any Seller Plan, except as specifically provided in this Agreement. Section 4.13(a)(ii) of the Disclosure Schedule identifies each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of the Seller, the Companies or any Subsidiary which affects or covers any current employee of the Companies or a Subsidiary, including all "employee benefit plans" as defined by Section 3(3) of ERISA (collectively, the "Company Plans”"). (b) has been listed Except as set forth on Section 4.12(a4.13(b) of the Disclosure Schedule. True and complete copies of the following have been Made Available to Purchaser by Honeywell: (i) the most recent copy of the Company Plans, including any trust instruments and all amendments thereto, (ii) the most recent annual reports filed on Form 5500, including all required schedules for each Company Plan required to file an annual report, (iii) the most recent determination letter issued by the Internal Revenue Service for each Company Plan that is intended to be “qualified” under Section 401(a) of the Code, (iv) the most recent summary plan description and any summary of material modifications, as required, for each Company Plan, (v) correct and complete copies of the plan documents and summary plan descriptions, the most recent actuarial reportsForm 5500 annual report, the most recent favorable determination letter (if anyapplicable), relating to and all related trust agreements, insurance contracts and funding agreements which implement each such Company Plan, and have been made available to Purchaser. (vic) Neither the most recent actuarial valuationCompanies nor any Subsidiary has any commitment, study whether formal or estimate informal, (i) to create any additional such Company Plan; (ii) to modify or change any such Company Plan; or (iii) to maintain for any period of time any such Company Plan, except as described in Section 4.13 of the Disclosure Schedule. (d) Except as disclosed in Section 4.13 of the Disclosure Schedule, (i) neither the Companies, any Subsidiary, nor, to the knowledge of Seller, any Company Plan or any trustee, administrator, fiduciary or sponsor of any Company Plan that has engaged in any prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption under Section 408 of ERISA or Section 4975 of the Code; (ii) all material filings, reports and descriptions as to all Company Plans (including Form 5500 annual reports, summary plan descriptions, and summary annual reports) required to have been made or distributed to participants, the Internal Revenue Service, the United States Department of Labor and other governmental agencies have been made in a retiree medical timely manner or will be made in a timely manner on or prior to the Closing Date; (iii) there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to the knowledge of Seller, threatened with respect to any Company Plan, the related trusts, or any fiduciary, trustee, administrator or sponsor of any Company Plan; and life insurance benefits plan or supplemental retirement benefits plan(iv) all Company Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code. (be) Except as disclosed in Section 4.13 of the Disclosure Schedule, none of the Company Plans provide for continuing benefits or coverage after termination or retirement from employment, except for COBRA rights under a "group health plan" as defined in Section 4980B(g) of the Code and Section 607 of ERISA. (f) Except for the Midwest Pension Plan (contributed to pursuant to the collective bargaining agreement between Redi-Cut Foods, Inc. and Manufacturing, Production and Service Workers Union, Local 24), neither the Companies, any Subsidiary, nor any entity required to be aggregated with the Companies or any Subsidiary under Section 414(b), (c), (m) or (o) of the Code ("ERISA Affiliate") has ever sponsored, participated in, or contributed to (or been required to contribute to) either a plan subject to Title IV of ERISA, or a multiemployer plan as defined in Section 4001(a)(3) of ERISA. Neither the Companies, any Subsidiary nor any ERISA Affiliate has ever withdrawn from such a multiemployer plan nor incurred any liability as a result of any partial or complete withdrawal by any employer from a multiemployer plan as described under Sections 4201, 4203, or 4205 of ERISA. No event has occurred that presents a material risk of a partial withdrawal from the Midwest Pension Plan. The aggregate withdrawal liability of the Companies, Subsidiaries and ERISA Affiliates, computed as if a complete withdrawal by the Companies, Subsidiaries and ERISA Affiliates had occurred under the Midwest Pension Plan on the date hereof, would not exceed $50,000. (g) Each Company Plan that is intended to qualify under be qualified within the meaning of Section 401(a) of the Code has received a determination letter from the Internal Revenue Service stating that it is so qualifies qualified, and no fact or event has occurred since the date of such determination letter that its trust is exempt from taxation under Section 501(acould adversely affect the qualified status of any such Company Plan. (h) As of the Code and nothing date hereof, Seller has occurred that would adversely affect such qualification not received any notification or exempt status. Except as set forth other direct indication from any employee listed in Section 4.12(b4.8(h) of the Disclosure ScheduleSchedule (collectively, and except as would not give rise to a Liability of the Business that would be an Assumed Liability or a Liability of a Purchased Entity, with respect to each Company Plan: (i) such Company Plan has been maintained, funded and administered in all material respects in accordance with its terms and applicable Law, including (if applicable) ERISA and the Code; (ii) except for routine claims for benefits, no disputes are pending or, to the Knowledge of the Sellers, threatened; (iii) neither the Sellers or the Purchased Entities nor any trustee nor any fiduciary of a Company Plan that is subject to ERISA or the Code has engaged in any prohibited transaction within the meaning of Sections 406 or 407 of ERISA or Section 4975 of the Code or any breach of fiduciary duty with respect to any such Company Plan; (iv) all contributions, distributions and premium payments required under ERISA and the Code to be made with respect to any Company Plan as of the Closing Date have been made or shall have been made or are accrued on the Final Net Working Capital in full; (v) no Company Plan that is subject to ERISA or the Code is a “multiemployer plan” within the meaning of Section 3(37) of ERISA or a “multiple employer plan” within the meaning of Section 413(c) of the Code; and (vi) there are no Actions pending before the Internal Revenue Service, Department of Labor or other Governmental Authority with respect to any Company Plan, nor to the Knowledge of the Sellers is any such Action threatened. Each contract, arrangement, or plan with respect to the Purchased Entities, the Purchased Assets, and the Business that is a “nonqualified deferred compensation plan” (as defined for purposes of Code Section 409A(d)(1)) is in documentary and operational compliance with Code Section 409A and the applicable guidance issued thereunder in all material respects. None of the Purchased Entities has any indemnity obligation for any Taxes imposed under Section 4999 or 409A of the Code. (c) Except as set forth in Section 4.12(c) of the Disclosure Schedule, no Company Plan is a “defined benefit plan” subject to Title IV of ERISA or Section 412 of the Code. The Sellers have no Liability that could otherwise become a Liability of Purchaser or any of its Affiliates, and the Purchased Entities have no Liability: (i) under or with respect to (A) any “employee pension benefit plan” (as defined in Section 3(2) of ERISA"Key Employees") that is subject such employee intends to Title IV of ERISA terminate his or Code Section 412, (B) any “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA, (C) any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, or (D) any “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code; or (ii) on account of being at any time considered a single employer under Section 414 of the Code employment with any Person other than the Sellers and the Purchased Entities. (d) Except as set forth in Section 4.12(d) of the Disclosure Schedule, none of the Sellers (solely with respect to the Business) or the Purchased Entities have any Liability for retiree or post-termination health or life or other welfare type benefits under any Company Plan, other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA, or under the continuation of coverage provisions of the Laws of any state or locality. (e) Except as set forth in Section 4.12(e) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement by the Sellers will not, either alone or in combination with another event, (i) entitle any current or former employee, officer, director, contractor or agent of the Business or the Purchased Entities to severance pay, unemployment compensation or any other payment, in each case, under any Company Plan, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, through a grantor trust or otherwise, or increase the amount of, compensation or benefits due any such current or former employee, officer, director, contractor or agent or trigger any other obligation pursuant to, any of the Company Plans, (iii) result in any breach or violation of, or a default under, any of the Company Plans, or (iv) in respect of any Company Plan that is subject to the Code, result in any payment that would be a “parachute payment” to a “disqualified individual” as those terms are defined in Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the futureCompanies. (f) The Sellers and the Purchased Entities have, for purposes of each Company Plan, correctly classified those individuals performing services for the Business as listed in Section 6.10 of the Disclosure Schedule as common law employees, leased employees, independent contractors or agents, as and where applicable. (g) Except as required by applicable Law or as set forth in Section 4.12(g) of the Disclosure Schedule, no benefit or compensation plan, program, agreement or arrangement is maintained outside the jurisdiction of the United States, or covers any individual residing or working outside the United States (each a “Foreign Plan”). Each Foreign Plan complies with applicable Laws in all material respects. All contributions, distributions and premium payments required to be made with respect to each Foreign Plan have been timely made or properly accrued. No Liability in connection with the termination of, or withdrawal from, any Foreign Plan has been incurred or will be incurred as a result of the transactions contemplated by this Agreement. No Foreign Plan has any unfunded Liabilities that have not been properly accrued. No benefits payable under any Foreign Plan will be increased as a result of the consummation of the transactions contemplated by this Agreement, either alone or in combination with another event.

Employee Matters and Benefit Plans. (a) Each employment, deferred compensation, pension, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, profit-sharing or retirement plan, arrangement or agreement, each medical, vacation, retiree medical, severance pay plan, and each other agreement (including any severance, change in control or similar agreement) or fringe or other material benefit or compensation plan, program, agreement or arrangement, (x) in each case that is sponsored or maintained by a Seller in connection with any of the Business Companies or any Purchased Entityof their Subsidiaries, that affects or covers any current or former employee, officer, director, contractor or agent of any of the applicable Seller in connection with the Business Companies or any Purchased Entity of their Subsidiaries and under which any of the applicable Seller Companies or Purchased Entity any of their Subsidiaries has any Liability in connection with the Business or (y) with respect to which any of the applicable Seller contributes with respect to the Business Companies or any Purchased Entity of their Subsidiaries has any Liability (including, “employee benefit plans” within the meaning of Sections 3(1), 3(2) and 3(3) of ERISA) (each a “Company Plan” “ and collectively, the “Company Plans”) has been listed on Section 4.12(a3.12(a)(i) of the Disclosure Schedule. True and complete copies of the following have been Made Available to Purchaser by Honeywell: (i) the most recent copy of the Company Plans, including any trust instruments and all amendments thereto, (ii) the most recent annual reports filed on Form 5500, including all required schedules for each Company Plan required to file an annual report, (iii) the most recent determination letter issued by the Internal Revenue Service for each Company Plan that is intended to be “qualified” under Section 401(a) of the Code, (iv) the most recent summary plan description and any summary of material modifications, as required, for each Company Plan, (v) the most recent actuarial reports, if any, relating to each Company Plan, and (vi) the most recent actuarial valuation, study or estimate of any Company Plan that is a retiree medical and life insurance benefits plan or supplemental retirement benefits plan. (b) Each Except as set forth in Section 3.12(b) of the Disclosure Schedule, with respect to each Company Plan that is Plan: (i) if intended to qualify under Section 401(a) of the Code Code, such Company Plan has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under Section 501(a) of the Code and nothing has occurred that would adversely affect such qualification or exempt status. Except as set forth in Section 4.12(b) of the Disclosure Schedule, and except as would not give rise to a Liability of the Business that would be an Assumed Liability or a Liability of a Purchased Entity, with respect to each Company Plan: ; (iii) such Company Plan has been maintained, funded and administered in all material respects in accordance with its terms and applicable Law, including (if applicable) ERISA and the Code; (iiiii) except for routine claims for benefits, no disputes are pending or, to the Knowledge knowledge of Honeywell, threatened that could give rise to Liability on the part of any of the Sellers, threatenedCompanies or any of their Subsidiaries; (iiiiv) neither any of the Sellers or the Purchased Entities Companies nor any of their Subsidiaries nor any trustee nor any fiduciary of a Company Plan that is subject to ERISA or the Code has engaged in any prohibited transaction within the meaning of Sections 406 or 407 of ERISA or Section 4975 of the Code or any breach of fiduciary duty with respect to any such Company PlanPlan that could result in the imposition of any Liability on such Company Plan or any of the Companies or any of their Subsidiaries; (ivv) all contributions, distributions and premium payments required under ERISA and the Code to be made with respect to any Company Plan as of the Closing Date have been made or shall have been made or are accrued on the Final FTCP Net Working Capital in full; (vvi) no Company Plan that is subject to ERISA or the Code is a “multiemployer plan” within the meaning of Section 3(37) of ERISA or a “multiple employer plan” within the meaning of Section 413(c) of the Code; and (vivii) there are no Actions actions, proceedings, audits, hearings, claims or investigations pending before the Internal Revenue Service, Department of Labor or other Governmental Authority with respect to any Company Plan, nor to the Knowledge knowledge of the Sellers Honeywell is any such Action action, proceeding, audit, hearing, claim or investigation threatened. Each contract, arrangement, or plan with respect to the Purchased Entities, the Purchased Assets, and the Business that is a “nonqualified deferred compensation plan” (as defined for purposes of Code Section 409A(d)(1)) is in documentary and operational compliance with Code Section 409A and the applicable guidance issued thereunder in all material respects. None of the Purchased Entities has any indemnity obligation for any Taxes imposed under Section 4999 or 409A of the Code. (c) Except as set forth in Section 4.12(c) of the Disclosure Schedule, no No Company Plan is a “defined benefit plan” subject to Title IV of ERISA or Section 412 of the Code. The Sellers have no Liability that could otherwise become a Liability None of Purchaser the Companies or any of its Affiliates, and the Purchased Entities have no their Subsidiaries has any Liability: (i) under or with respect to (A) any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Code Section 412, (B) any “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA, (C) any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, or (D) any “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code; or (ii) on account of being at any time considered a single employer under Section 414 of the Code with any Person other than the Sellers Companies and their Subsidiaries (the Purchased EntitiesLiabilities in (i) and (ii) are referred to herein collectively as the “ERISA Group Liabilities”). (d) Except as set forth in Section 4.12(d) None of the Disclosure Schedule, none of the Sellers (solely with respect to the Business) Companies or the Purchased Entities have their Subsidiaries has any Liability for retiree or post-termination health or and life or other welfare welfare-type benefits under any Company Plan, other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA, or under the continuation of coverage provisions of the Laws of any state or locality. (e) Except as set forth in Section 4.12(e) of the Disclosure Schedule, the The consummation of the transactions contemplated by this Agreement by the Sellers will not, either alone or in combination with another event, (i) entitle any current or former employee, officer, director, contractor or agent of any of the Business Companies or any Subsidiary of the Purchased Entities Companies to severance pay, unemployment compensation or any other payment, in each case, payment under any Company PlanPlans, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, through a grantor trust or otherwise, or increase the amount of, compensation or benefits due any such current or former employee, officer, director, contractor or agent or trigger any other obligation pursuant to, any of the Company Plans, (iii) result in any breach or violation of, or a default under, any of the Company Plans, or (iv) in respect of any Company Plan that is subject to the Code, result in any payment that would be a “parachute payment” to a “disqualified individual” as those terms are defined in Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. (f) The Sellers Companies and the Purchased Entities their Subsidiaries have, for purposes of each Company Plan, correctly classified those individuals performing services for the Business as listed in Section 6.10 of the Disclosure Schedule Companies and their Subsidiaries as common law employees, leased employees, independent contractors or agents, as and where applicable. (g) Except as required by applicable Law or as set forth in Section 4.12(g3.12(a) of the Disclosure Schedule, no benefit or compensation plan, program, agreement or arrangement is maintained outside the jurisdiction of the United States, or covers any individual residing or working outside the United States (each a “Foreign Plan”). Each Foreign Plan complies with applicable Laws in all material respects. All contributions, distributions and premium payments required to be made with respect to each Foreign Plan have been timely made or properly accrued. No Liability in connection with the termination of, or withdrawal from, any Foreign Plan has been incurred or will be incurred as a result of the transactions contemplated by this Agreement. No Foreign Plan has any unfunded Liabilities liabilities that have not been properly accrued. No benefits payable under any Foreign Plan will be increased as a result of the consummation of the transactions contemplated by this Agreement, either alone or in combination with another event.

Employee Matters and Benefit Plans. (a) Each employment, deferred compensation, pension, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, profit-sharing or retirement plan, arrangement or agreement, each medical, vacation, retiree medical, severance pay plan, and each other agreement (including any severance, change in control or similar agreement) or fringe or other material benefit or compensation plan, program, agreement or arrangement, (x) in each case that is sponsored or maintained by a Seller in connection with the Business or any Purchased Entity, that affects or covers any current or former employee, officer, director, contractor or agent of the applicable Seller in connection with the Business or any Purchased Entity and under which the applicable Seller or Purchased Entity has any Liability in connection with the Business or (y) with respect to which the applicable Seller contributes with respect to the Business or any Purchased Entity has any Liability (including, “employee benefit plans” within the meaning of Sections 3(1), 3(2) and 3(3) of ERISA) (each a “Company Plan” and collectively, the “Company Plans”) has been listed on Section 4.12(a) of the Disclosure Schedule. True and complete copies of the following have been Made Available to Purchaser by Honeywell: (i) the most recent copy of the Company Plans, including any trust instruments and all amendments thereto, (ii) the most recent annual reports filed on Form 5500, including all required schedules for each Company Plan required to file an annual report, (iii) the most recent determination letter issued by the Internal Revenue Service for each Company Plan that is intended to be “qualified” under Section 401(a) of the Code, (iv) the most recent summary plan description and any summary of material modifications, as required, for each Company Plan, (v) the most recent actuarial reports, if any, relating to each Company Plan, and (vi) the most recent actuarial valuation, study or estimate of any Company Plan that is a retiree medical and life insurance benefits plan or supplemental retirement benefits plan. (b) Each Company Plan that is intended to qualify under Section 401(a) of the Code has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under Section 501(a) of the Code and nothing has occurred that would adversely affect such qualification or exempt status. Except as set forth in Section 4.12(b) of the Disclosure Schedule, and except as would not give rise to a Liability of the Business that would be an Assumed Liability or a Liability of a Purchased Entity, with respect to each Company Plan: (i) such Company Plan has been maintained, funded and administered in all material respects in accordance with its terms and applicable Law, including (if applicable) ERISA and the Code; (ii) except for routine claims for benefits, no disputes are pending or, to the Knowledge of the Sellers, threatened; (iii) neither the Sellers or the Purchased Entities nor any trustee nor any fiduciary of a Company Plan that is subject to ERISA or the Code has engaged in any prohibited transaction within the meaning of Sections 406 or 407 of ERISA or Section 4975 of the Code or any breach of fiduciary duty with respect to any such Company Plan; (iv) all contributions, distributions and premium payments required under ERISA and the Code to be made with respect to any Company Plan as of the Closing Date have been made or shall have been made or are accrued on the Final Net Working Capital in full; (v) no Company Plan that is subject to ERISA or the Code is a “multiemployer plan” within the meaning of Section 3(37) of ERISA or a “multiple employer plan” within the meaning of Section 413(c) of the Code; and (vi) there are no Actions pending before the Internal Revenue Service, Department of Labor or other Governmental Authority with respect to any Company Plan, nor to the Knowledge of the Sellers is any such Action threatened. Each contract, arrangement, or plan with respect to the Purchased Entities, the Purchased Assets, and the Business that is a “nonqualified deferred compensation plan” (as defined for purposes of Code Section 409A(d)(1)) is in documentary and operational compliance with Code Section 409A and the applicable guidance issued thereunder in all material respects. None of the Purchased Entities has any indemnity obligation for any Taxes imposed under Section 4999 or 409A of the Code. (c) Except as set forth in Section 4.12(c) of the Disclosure Schedule, no Company Plan is a “defined benefit plan” subject to Title IV of ERISA or Section 412 of the Code. The Sellers have no Liability that could otherwise become a Liability of Purchaser or any of its Affiliates, and the Purchased Entities have no Liability: (i) under or with respect to (A) any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Code Section 412, (B) any “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA, (C) any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, or (D) any “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code; or (ii) on account of being at any time considered a single employer under Section 414 of the Code with any Person other than the Sellers and the Purchased Entities. (d) Except as set forth in Section 4.12(d) of the Disclosure Schedule, none of the Sellers (solely with respect to the Business) or the Purchased Entities have any Liability for retiree or post-termination health or life or other welfare type benefits under any Company Plan, other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA, or under the continuation of coverage provisions of the Laws of any state or locality. (e) Except as set forth in Section 4.12(e) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement by the Sellers will not, either alone or in combination with another event, (i) entitle any current or former employee, officer, director, contractor or agent of the Business or the Purchased Entities to severance pay, unemployment compensation or any other payment, in each case, under any Company Plan, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, through a grantor trust or otherwise, or increase the amount of, compensation or benefits due any such current or former employee, officer, director, contractor or agent or trigger any other obligation pursuant to, any of the Company Plans, (iii) result in any breach or violation of, or a default under, any of the Company Plans, or (iv) in respect of any Company Plan that is subject to the Code, result in any payment that would be a “parachute payment” to a “disqualified individual” as those terms are defined in Section 280G of the Code, without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. (f) The Sellers and the Purchased Entities have, for purposes of each Company Plan, correctly classified those individuals performing services for the Business as listed in Section 6.10 of the Disclosure Schedule as common law employees, leased employees, independent contractors or agents, as and where applicable. (g) Except as required by applicable Law or as set forth in Section 4.12(g) of the Disclosure Schedule, no benefit or compensation plan, program, agreement or arrangement is maintained outside the jurisdiction of the United States, or covers any individual residing or working outside the United States (each a “Foreign Plan”). Each Foreign Plan complies with applicable Laws in all material respects. All contributions, distributions and premium payments required to be made with respect to each Foreign Plan have been timely made or properly accrued. No Liability in connection with the termination of, or withdrawal from, any Foreign Plan has been incurred or will be incurred as a result of the transactions contemplated by this Agreement. No Foreign Plan has any unfunded Liabilities that 41 have not been properly accrued. No benefits payable under any Foreign Plan will be increased as a result of the consummation of the transactions contemplated by this Agreement, either alone or in combination with another event.