Common use of Employee Plans Clause in Contracts

Employee Plans. (a) Section 2.20 of the Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaser: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 2.18 of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directorsmanagers, officers Officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, directormanager, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaserthe Buyer: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS Internal Revenue Service pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directorsmanagers, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any directormanager, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated herebyContemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser the Buyer a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (aSection 3.18(a) Section 2.20 of the Company Disclosure Schedule Letter sets forth a true, correct and complete list of: list, as of the date hereof, of each material Employee Plan. For purposes of this Agreement, “Employee Plan” shall mean (collectively) (i) all each “employee benefit plans,plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA; and (ii) each other employment, individual independent contractor or other service, bonus, stock option, stock purchase or other equity-based, post-employment welfare benefit, incentive compensation, profit sharing, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change in control compensation, fringe, welfare or other benefit or compensation plans, programs, agreements, contracts, policies or binding arrangements (whether or not in writing) (x) in each case that are sponsored, maintained or contributed to (or required to be contributed to) by any member of the Company Group; or (y) otherwise, under or with respect to which the Company Group has any obligation or liability, contingent or otherwise (otherwise. With respect to each material Employee Plan, to the “Benefit Plans”); (ii) all current directorsextent applicable, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaser: Parent true, correct and complete copies of (iA) the current plan document and amendments thereto; (B) any related trust agreement, service provider agreements or underlying insurance contract, funding arrangement, or administrative and service provider agreements now in effect; (C) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of advisory letter received regarding the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect tax-qualified status of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Employee Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan that is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 401(a) of the Code; (D) the most recent financial statement; (E) the most recently filed Form 5500 Annual Returns/Reports and schedules; (F) the current summary plan description; (G) the most recent actuarial valuation report; (H) any material, non-routine correspondence to or from a Governmental Authority dated within the past three (3) years; and (I) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Group whose principal work location is outside of the United States (the “International Employee Plans”). No Benefit Plan or Employee Arrangement in effect immediately prior , to the Closing Date would resultextent applicable, individually (1) the most recent annual report or in the aggregate (including as a result of this Agreement, similar compliance documents required to be filed with any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject Governmental Authority with respect to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balanceplan; and pay rate(2) any document comparable to the determination letter referenced pursuant to clause (C) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable Tax treatment. Employee Plans shall not include Referral Agreements.

Employee Plans. (a) Section 2.20 Schedule 2.10(a) of the GHH Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company GHH has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directorsemployees, officers consultants and employees independent contractors of the CompanyGHH; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and or indemnification agreements, and all bonus and or other incentive compensation, deferred compensation, salary continuation, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and or vacation agreements, policies and or arrangements under which the Company GHH has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company GHH (the “Employee Arrangements”). Benefit Plans and Employee Arrangements which cover current or former employees, consultants, contractors, officers, or directors (or their equivalent) of GHH are separately identified on Schedule 2.10(a) of the GHH Disclosure Schedule. (b) In respect of each Benefit Plan and Employee ArrangementArrangement of GHH, a complete and correct copy of each of the following documents (if applicable) has been made available delivered to PurchaserPremier: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including including, schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each of the stock option grant agreements used to make grants under GHH’s Option Plans, and all amendments thereto; and (vi) each written Employee Arrangementemployment, consulting or individual severance or other compensation agreement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and or other payments required to have been made by the Company GHH to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (fd) The Benefit Plans and Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable Laws Laws. In particular, no individual who has performed services for GHH has been improperly excluded from participation in all material respectsany Benefit Plan or Employee Arrangement. (ge) There are no pending or, to the knowledge of the CompanyGHH’s knowledge, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons Persons entitled to benefits thereunder) ), and, to the knowledge of the CompanyGHH, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (hf) The Company has no Except as set forth on Schedule 2.10(f) of the GHH Disclosure Schedule, GHH does not have any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors of GHH except (i) as may be required under Part 6 of Title I of ERISAERISA at the sole expense of the participant or the participant’s beneficiary, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employmentemployment with GHH. (ig) None To its knowledge, GHH has materially complied with all applicable immigration Laws and similar Laws of the assets of United States and any Benefit Plan is equity of the Companyother country in which its employees work. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. For purposes of this Agreement, (ai) all “employee benefit plans” (as defined in Section 2.20 3(3) of ERISA), whether or not subject to ERISA; and (ii) all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, pension, savings, retirement, disability, insurance, vacation, deferred compensation, severance, termination, retention, change of control and other similar material fringe, health, dental, welfare or other employee benefit plans, programs, agreement, contracts, policies or binding arrangements (whether or not in writing) maintained or contributed to for the benefit of any current or former employee, officer, independent contractor, or director of any of the Disclosure Group Companies or with respect to which any of the Group Companies has or may have any Liability, contingent or otherwise with the exception of those plans of general application provided by Law, including the Canada Pension Plan, Quebec Pension Plan, the Ontario Health Insurance Plan, other similar health plans established and administered in other jurisdictions and workplace safety and compensation insurance provided pursuant to Law, are referred to herein as the “Company Group Employee Plans.” Schedule 4.15(a) sets forth a true, correct and complete list of: (i) of all “employee benefit plans,” as defined in Section 3(3) of the material Company Group Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with Plans specifically noting which Group Company sponsors or maintains each such Company Group Employee Plan. With respect to which each material Company Group Employee Plan, to the Company extent applicable, the Seller has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaser: the Purchaser copies of (iA) the most recent plan and related trust documentsannual report on Form 5500 required to have been filed for each Company Group Employee Plan, and including all amendments schedules thereto; (iiB) the most recent summary plan descriptionIRS or U.S. Department of Labor determination letter or opinion letter (or similar letter from a non-U.S. Authority), and all related summaries of modifications theretoif any, from the applicable Authority with respect to each Company Group Employee Plan; (iiiC) the most recent Form 5500 (plan documents including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. , summary plan descriptions and summaries of material modification; (cD) None of any notices or other correspondence in the Benefit Plans past three (3) years to or Employee Arrangements is subject from the applicable Authority relating to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) any material compliance issues in respect of any such plans. Company Group Employee Plan; and (dE) The Benefit coverage and non-discrimination testing of all Company Group Employee Plans and their related trusts that are intended to qualify be “qualified” under Sections 401 and 501(aSection 401(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from Code for the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Planmost recent plan year. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 2.19 of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers Officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaserthe Buyer: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respectsLaws. (g) There are no pending or, to the knowledge Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity stock of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated herebyContemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser the Buyer a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 4.13(a) of the Company Disclosure Schedule sets forth a true, correct correct, and complete list of: (i) all “"employee benefit plans,” " as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended (“ERISA”), with respect to which the Company or any of its subsidiaries has any obligation or liability, contingent or otherwise (the “Benefit Plans”"BENEFIT PLANS"); (ii) all current directors, officers and employees of the Company; and (iiiii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and or indemnification agreements, and all bonus and or other incentive compensation, deferred compensation, salary continuation, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and or vacation agreements, policies and policies, or arrangements under which the Company or any of its subsidiaries has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor employee of the Company or any of its subsidiaries (the “"EMPLOYEE ARRANGEMENTS"). Benefit Plans and Employee Arrangements”)Arrangements are separately identified, by the applicable country to which they pertain, in Section 4.13(a) of the Company Disclosure Schedule. (b) In respect of each Benefit Plan and Employee Arrangement, a true, correct, and complete and correct copy of each of the following documents (if applicable) has been made available provided to PurchaserParent: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including including, schedules and attachments); (iv) the most recent Internal Revenue Service (“"IRS”") determination, determination letter or IRS opinion or notification letter; (v) the forms of stock option grant agreements used to make grants under the Company Option Plans; and (vvi) each written Employee Arrangementemployment, consulting, or individual severance or other compensation agreement, and all amendments thereto. The Company has provided to Parent a true, correct, and complete summary of the employee payroll deduction elections in effect as of the date hereof in respect of the Company Stock Purchase Plans, together with the term of the current offering period and applicable purchase price at the beginning of such period. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer multi-employer plan described in Section 3(37) of ERISA, and the Company has no and its subsidiaries do not have any obligation or liability (contingent or otherwise) in respect of any such plansBenefit Plans and Employee Arrangements. The Company and its subsidiaries are not members of a group of trades or businesses (other than the Company and its subsidiaries) under common control or treated as a single employer pursuant to Section 414 of the Code. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determinationso qualify. Any voluntary employee benefit association which provides benefits to current or former employees of the Company and its subsidiaries, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its their beneficiaries, is and has been qualified status under Section 501(c)(9) of the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and or other payments required to have been made by the Company and its subsidiaries to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws Laws. In particular, no individual who has performed services for the Company or any of its subsidiaries has been improperly excluded from participation in all material respectsany Benefit Plan or Employee Arrangement. (g) There are no pending or, to the knowledge of the Company's knowledge, threatened claims, actions, claimssuits, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no and its subsidiaries do not have any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors employees of the Company or any of its subsidiaries except (i) as may be required under Part 6 of Title I of ERISAERISA at the sole expense of the participant or the participant's beneficiary, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.plan

Employee Plans. (a) Section 2.20 3.19 of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers officers, employees, consultants and employees independent contractors of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to PurchaserParent: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. The Company is not a member of a group of trades or businesses under common control or treated as a single employer pursuant to Section 414 of the Code. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws Laws. In particular, no individual who has performed services for the Company has been improperly excluded from participation in all material respectsany Benefit Plan or Employee Arrangement. (g) There are is no pending or, to the knowledge Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity stock of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as which may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated herebyContemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, established through the date hereof. (l) The Company has made available to Purchaser Parent a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of any of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 3.13(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) of all “material "employee benefit plans,” " as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all material bonus and or other incentive compensation, stock option, stock award, stock purchase or equity-based compensation, deferred compensation, severance, sick leave, vacation, salary continuation, disabilitymedical, severancelife insurance, equity awardscholarship, optioncompany car, equity purchaseor employee loan plan, educational assistancepolicy or agreement except government-mandated plans (each a "COMPANY EMPLOYEE BENEFIT PLAN" and collectively, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under the "COMPANY EMPLOYEE BENEFIT PLANS") which the Company or any of its Subsidiaries has any obligation to or liability (for contingent or otherwise) in otherwise with respect of to any current or former officer, employee or director, employee, consultant or contractor . None of the Company (the “Employee Arrangements”)Benefit Plans is a multiemployer plan, as defined in Section 3(37) of ERISA or is or has been subject to Sections 4063 or 4064 of ERISA. (b) In True, correct and complete copies of the following documents, with respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of to each of the following documents (if applicable) has Company Employee Benefit Plans have been made available to PurchaserParent by the Company: (i) the most recent plan any plans and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, Forms 5500 and all related summaries of modifications schedules thereto; (iii) the most recent Form 5500 Internal Revenue Service (including schedules and attachments)"IRS") determination letter; (iv) the most recent Internal Revenue Service financial statements and actuarial valuations, if applicable; (“IRS”v) determinationsummary plan descriptions; and (vi) written communications to employees relating to the Company Employee Benefit Plans within the preceding twelve (12) months. (c) As of the date hereof, opinion (i) all material payments required to be made by or notification letterunder any Company Employee Benefit Plan, any related trusts, or any collective bargaining agreement or pursuant to Law have been made by the due date thereof (including any valid extension); (ii) the Company and its Subsidiaries have performed all material obligations required to be performed by them under any Company Employee Benefit Plan; (iii) the Company Employee Benefit Plans, have been administered in material compliance with their terms and the requirements of ERISA, the Code and other applicable Laws; (iv) there are no material actions, suits, arbitrations or claims (other than routine claims for benefit) pending or, to the Company's knowledge, threatened with respect to any Company Employee Benefit Plan; and (v) each written Employee Arrangement, the Company and all amendments theretoits Subsidiaries have no material liability as a result of any "prohibited transaction" (as defined in Section 406 of ERISA and Section 4975 of the Code) for any excise Tax or civil penalty. (cd) None Except as set forth in Section 3.13(d) of the Company Disclosure Schedule: (i) As of the date hereof, there is no "amount of unfunded benefit liabilities" as defined in Section 4001(a)(18) of ERISA in any of the respective Company Employee Benefit Plans or Employee Arrangements is subject to Title IV of ERISAERISA ("TITLE IV PLANS"). As of the date hereof, constitutes a each of the respective Title IV Plans are fully funded in accordance with the actuarial assumptions used by the Pension Benefit Guaranty Corporation ("PBGC") to determine the level of funding required in the event of the termination of such Title IV Plan and the "benefit liabilities" as defined benefit retirement plan or is a multiemployer plan described in Section 3(374001(a)(16) of ERISAERISA of such Title IV Plan using such PBGC assumptions do not exceed the assets of such Title IV Plan. (ii) Neither the Company nor any person under common control or treated as a single employer with the Company ("ERISA AFFILIATE") has terminated any Title IV Plan; or (e) Each of the Company Employee Benefit Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the IRS to be so "qualified" and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and the Company has knows of no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in fact which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to would adversely affect the qualified status of each any such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms exemption of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly madetrust. (f) The Benefit Plans and Employee Arrangements have been maintained and administered Except as set forth in accordance with their terms and applicable Laws in all material respects. (gSection 3.13(f) There are no pending or, to the knowledge of the CompanyCompany Disclosure Schedule, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither neither the execution and delivery of any of the Transaction Documents this Agreement nor the consummation of any of the Transactions transactions contemplated hereby will by itself or in combination with any other event, except as expressly contemplated by this Agreement, (i) result in any payment becoming due due, or increase the amount of compensation or benefits to any director, officer, employee, consultant current or contractor (current, former employee or retired) director of the Company, Company or any of its Subsidiaries; or (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, or vesting of, or other rights in respect of any such compensation or benefits (except as may be required by the partial to any current or full termination of any Benefit Plan intended to be qualified under Section 401 former employee and director of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents Company or any of the Transactions contemplated hereby), in the payment of its Subsidiaries or increase any “excess parachute payment” within the meaning of Section 280G of the Codebenefits under any Company Employee Benefit Plan. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 2.19 of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ) with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, unit option, equity unit purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to PurchaserHoldings: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no does not have any obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable Laws in all material respectsLaws. (g) There are no pending or, to the knowledge Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no does not have any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as which may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated herebyContemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (kj) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 20052007, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (lk) The Company has made available to Purchaser Holdings a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 3.13(a) of the Company Disclosure Schedule sets forth a true, correct correct, and complete list of: (i) all “"employee benefit plans,” " as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), with respect to which the Company or any of its subsidiaries has any obligation or liability, contingent or otherwise (the “Benefit Plans”"BENEFIT PLANS"); (ii) all current directors, officers and employees of the Company; and (iiiii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and or indemnification agreements, and all bonus and or other incentive compensation, deferred compensation, salary continuation, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and or vacation agreements, policies and or arrangements under which the Company or any of its subsidiaries has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”"EMPLOYEE ARRANGEMENTS"). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available provided to Purchaser: Parent, except in the case of foreign Benefit Plans and foreign Employee Arrangements (which shall be provided as soon as practicable after the date hereof, but in no event later than ten days after the date hereof): (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including including, schedules and attachments); (iv) the most recent Internal Revenue Service (“"IRS”") determination, opinion or notification determination letter; and (v) the forms of stock option grant agreements used to make grants under the Company Option Plans; (vi) each written Employee Arrangementemployment, consulting or individual severance or other compensation agreement, and all amendments thereto; and (vii) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report nos. 87, 106 and 112). The Company has provided to Parent a true, correct and complete summary of the employee payroll deduction elections in effect as of the date hereof in respect of its stock purchase plans, together with the term of the current offering period and applicable purchase price at the beginning of such period. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer multi-employer plan described in Section 3(37) of ERISA, and the Company has no and its subsidiaries do not have any obligation or liability (contingent or otherwise) in respect of any such plans. The Company and its subsidiaries are not members of a group of trades or businesses (other than that consisting of the Company and its subsidiaries) under common control or treated as a single employer pursuant to Section 414 of the Code. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determinationso qualify. Any voluntary employee benefit association which provides benefits to current or former employees of the Company and its subsidiaries, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its their beneficiaries, is and has been qualified status under Section 501(c)(9) of the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and or other payments required to have been made by the Company and its subsidiaries to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable Laws Laws. In particular, no individual who has performed services for the Company or any of its subsidiaries has been improperly excluded from participation in all material respectsany Benefit Plan or Employee Arrangement. (g) There are no pending or, to the knowledge of the Company's knowledge, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) ), and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the a reasonable basis for any of the foregoing. (h) The Company has no and its subsidiaries do not have any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors employees of the Company or any of its subsidiaries except (i) as may be required under Part 6 of Title I of ERISAERISA at the sole expense of the participant or the participant's beneficiary, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employmentemployment with the Company or any subsidiary of the Company. (i) None of the assets of any Benefit Plan is equity stock of the CompanyCompany or any of its affiliates, or property leased to or jointly owned by the Company or any of its affiliates. (j) Neither Except as disclosed in Section 3.13(j) of the Company Disclosure Schedule or in connection with equity compensation, neither the execution and delivery of any of the Transaction Documents this Agreement nor the consummation of any of the Transactions transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor employee (current, former former, or retired) of the CompanyCompany or any of its subsidiaries, (ii) increase any benefits under any Benefit Plan or Employee Arrangement Arrangement, or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Codebenefits. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A Benefit Plans covering employees outside of the Code from United States is fully funded through adequate reserves on financial statements of the period beginning January 1Company or its subsidiaries, 2005insurance contracts, annuity contracts, trust funds or similar arrangements, except where any failure to be so funded, either individually or in the date aggregate, does not exceed $2,500,000. The benefits and compensation under the Benefit Plans and Employee Arrangements covering employees outside of the United States are no more than customary and reasonable for the country in which such Benefit Plan or Employee Arrangement was established, whichever date is later, through employees work and the date hereofindustry in which the Company and its subsidiaries conduct their business. (l) The Company has made available to Purchaser a true, complete and correct list No employee of the following (if applicable) for each current employee, consultant and contractor of Company or its subsidiaries has any outstanding option under the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate's 1999 Employee Stock Purchase Plan to purchase stock.

Employee Plans. (a) Section 2.20 3.20(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of: forth: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensationmaterial employee benefit programs, deferred compensationpolicies, or arrangements, including, without limitation, any such programs, policies, or arrangements providing severance pay, sick leave, vacation pay, salary continuation, disability, severanceretirement benefits, deferred compensation, bonus pay, incentive pay, equity awardor equity-based compensation, option, equity stock purchase, educational assistancehospitalization insurance, medical insurance, life insurance, cafeteria benefits, dependent care reimbursements, prepaid legal assistancebenefits, club membershipscholarships or tuition reimbursements, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under currently sponsored or maintained by the Company or to which the Company has any obligation or liability (contingent or otherwise) in respect of any is obligated to contribute thereunder for current or former officer, director, employee, consultant or contractor employees of the Company (the “Company Employee ArrangementsBenefit Plans”), and (ii) all “employee pension plans,” as defined in Section 3(2) of ERISA, currently maintained or sponsored by the Company or any trade or business (whether or not incorporated) which is under control or treated as a single employer with the Company under Section 414(b), (c), (m), or (o) of the Code (a “Company ERISA Affiliate”) or to which the Company or any Company ERISA Affiliate is obligated to contribute thereunder (the “Company Pension Plans”). (b) In True, correct and complete copies of the following documents, with respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of to each of the following documents (if applicable) has Company Employee Benefit Plans and Company Pension Plans, have been made available to PurchaserParent, to the extent applicable: (i) the most recent plan all plans and related trust documents, and all amendments thereto; (ii) Forms 5500 filed for the three most recent summary plan description, and all related summaries of modifications theretoyears; (iii) the most recent Form 5500 (including schedules and attachments)IRS determination letter; (iv) the most recent Internal Revenue Service summary plan descriptions, annual reports and material modifications; (“IRS”v) determinationthe most recent actuarial report, opinion or notification letterif any; and (vvi) each written descriptions of all non-written agreements relating to the Company Employee ArrangementBenefit Plans. In addition, the most recent financial statements and all amendments theretoactuarial valuations for the Company Pension Plans have been made available to Parent. (c) None of the Company Employee Benefit Plans or Employee Arrangements Company Pension Plans is a multiemployer plan, as defined in Section 3(37) of ERISA or subject to Title IV of ERISA, constitutes ERISA or Section 412 of the Code. The Company has not incurred any liability due to a defined benefit retirement plan complete or is partial withdrawal from a multiemployer plan described or due to the termination or reorganization of a multiemployer plan (except for any such liability that has been satisfied in Section 3(37) of ERISAfull), and no events have occurred and no circumstance exists, to the Knowledge of the Company, that would reasonably be expected to result in any liability to the Company has no obligation or liability (contingent or otherwise) in respect of any such plansa Company ERISA Affiliate. (d) The Benefit Plans and their related trusts Each Company Pension Plan that is intended to qualify under Sections Section 401 of the Code has received a determination letter from the IRS, or can rely on an opinion letter, that it so qualifies and 501(a) that the trust is exempt from taxation under Section 501 of the Code, respectivelyand to the Knowledge of the Company, have either received a favorable determinationnothing has occurred since the date of determination that would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any material liability, opinion penalty or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status tax under ERISA or the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions (including all employer contributions and other payments employee salary reduction contributions) and all premiums required to have been paid under any of the Company Employee Benefit Plans or Company Pension Plans or by law (without regard to any waivers granted under Section 412 of the Code) to any funds or trusts established thereunder or in connection therewith have been made by the Company to or under due date thereof (including any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly madevalid extension). (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending oractions, claims or lawsuits which have been asserted or instituted against the Company Employee Benefit Plans or Company Pension Plans, the assets of any of the trusts under such plans or the plan sponsor or the plan administrator, or against any fiduciary of the Company Employee Benefit Plans or Company Pension Plans with respect to the knowledge operation or administration of such plans or the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement investment of plan assets (other than routine benefit claims by persons entitled to benefits thereunder) andclaims), to nor does the knowledge Company have Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The such claim or lawsuit. No Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Employee Benefit Plan is equity or Company Pension Plan has been the subject of an audit, investigation or examination by any Governmental Entity to the Knowledge of the Company. (jg) None of the Company Employee Benefit Plans provide retiree life or retiree health benefits except as may be required under COBRA or any similar state or local law. (h) Neither the execution and delivery of any of the Transaction Documents this Agreement nor the consummation of any of the Transactions transactions contemplated hereby will will, either alone or together with the occurrence of subsequent events, (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits otherwise payable under any Company Employee Benefit Plan or Employee Arrangement or Company Pension Plan, (iiiii) result in the acceleration of the time of payment of, or vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of including, but not limited to, benefits under any Benefit Plan intended to be qualified under Section 401 of the Code). No Company Employee Benefit Plan or Employee Arrangement in effect immediately prior Company Contract to the Closing Date would resultany current or former employee, individually or in the aggregate (including as a result of this Agreementiii) entitle any current or former employee, any officer, director or independent contractor of the Transaction Documents Company to a payment or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning benefit that is not deductible by reason of Section 280G of the Code. (ki) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject With respect to each Company Option and Other Stock Award, (i) each such Company Option and Other Stock Award has been granted with an exercise price no lower than “fair market value” (within the meaning of Section 409A of the Code Code) as of the grant date, (ii) the “grant date” of such Company Option and Other Stock Award as reflected in the Company’s option and stock ledger is the same date of grant as determined in accordance with applicable tax laws and GAAP, and (iii) such option has been operated and administered properly expensed by the Company in accordance with GAAP. (j) Each “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) of the Company has been operated, since January 1, 2005, in good faith compliance with Section 409A of the Code from the period beginning January Code, IRS Notice 2005-1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereofand other applicable notices required by law. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 3.19 of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or any similar provision of applicable foreign Law, with respect to which any of the Company or the Subsidiaries has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of each of the CompanyCompany and the Subsidiaries; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, invention, patent, copyright, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which any of the Company or the Subsidiaries has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of any of the Company or the Subsidiaries (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to PurchaserParent: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and none of the Company or the Subsidiaries has no any obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by any of the Company or the Subsidiaries to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respectsLaws. (g) There Except as set forth in Section 3.19(g) of the Company Disclosure Schedule, there are no pending or, to the knowledge Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The None of the Company or the Subsidiaries has no any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity stock of any of the CompanyCompany or the Subsidiaries. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of any of the CompanyCompany or the Subsidiaries, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as which may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated herebyContemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser Parent a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of any of the CompanyCompany or the Subsidiaries: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 3.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) lists all “"employee benefit plans,” " as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all other employee benefit plans or other benefit arrangements, including executive compensation, directors' benefit, bonus and or other incentive compensation, severance and deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union compensation plans and vacation agreements, policies and arrangements under practices which the Company or any of its subsidiaries maintains, is a party to, contributes to or has any obligation to or liability for (contingent or otherwise) in respect of any current or former officereach a "Company Benefit Plan" and collectively, director, employee, consultant or contractor of the "Company (the “Employee Arrangements”Benefit Plans"). (b) In respect True, correct and complete copies or descriptions of each Company Benefit Plan and Employee Arrangement(and, a complete and correct copy of each of the following documents (if where applicable) has been made available to Purchaser: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, actuarial report, determination letter, most recent Form 5500 and trust agreement) have been delivered to AGT for review prior to the date hereof. (c) As of the date hereof, except as disclosed on Section 3.11(c) of the Company Disclosure Schedule, (i) all material payments required to be made by or under any Company Benefit Plan, any related summaries of modifications theretotrusts, or any collective bargaining agreement have been made; (ii) the Company and its subsidiaries have performed all material obligations required to be performed by them under any Company Benefit Plan; (iii) the most recent Form 5500 (including schedules Company Benefit Plans have been administered in material compliance with their terms and attachments)the requirements of ERISA, the Code and other applicable laws; (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There there are no actions, suits, arbitrations or claims (other than routine claims for benefit) pending or, to the knowledge of the Company, threatened actions, claims, suits or proceedings against or relating with respect to any Company Benefit Plan Plan; and (v) the Company and its subsidiaries have no liability as a result of any "prohibited transaction" (as defined in Section 406 of ERISA and Section 4975 of the Code) for any excise tax or Employee Arrangement civil penalty. (other than routine benefit claims d) Except as disclosed on Section 3.11(d) of the Company Disclosure Schedule, none of the Company Benefit Plans is subject to Title IV of ERISA. (e) Except as set forth on Section 3.11(e) of the Company Disclosure Schedule, the Company and its subsidiaries have not incurred any unsatisfied withdrawal liability with respect to any multiemployer plan as defined in Section 4001(a)(3) of ERISA. (f) Section 3.11(f) of the Company Disclosure Schedule sets forth a list of all "employee pension plans," as defined on Section 3(2) of ERISA, maintained by persons entitled the Company or any of its subsidiaries on any trade or business (whether or not incorporated) which are under control, or which are treated as a single employer, with the Company under Section 414(b), (c), (m) or (o) of the Code (an "ERISA Affiliate"), or to benefits thereunderwhich the Company, its Subsidiaries or any ERISA Affiliate contributed or is obligated to contribute thereunder ("Company Pension Plans"). Except as set forth on Section 3.11(f) of the Company Disclosure Schedule, each of the Pension Plans which is intended to be "qualified" within the meaning of Section 401(a) and 401(k), if applicable, and 501(a) of the Code has been determined by the Internal Revenue Service to be so "qualified" and, to the knowledge of the Company, there are is no facts or circumstances fact which could reasonably be expected to form would adversely affect the basis for qualified status of any of the foregoingsuch Company Pension Plan. (hg) The Company has no obligation or liability (contingent or otherwiseExcept as set forth on Section 3.11(g) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the CodeCompany Disclosure Schedule, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither neither the execution and delivery of any of the Transaction Documents this Agreement nor the consummation of any of the Transactions transactions contemplated hereby will (i) result in any payment becoming due due, or increase the amount of compensation due, to any director, officer, employee, consultant current or contractor (current, former or retired) employee of the Company, Company or any of its subsidiaries; (ii) increase any benefits otherwise payable under any Company Benefit Plan or Employee Arrangement Plan; or (iii) result in the acceleration of the time of payment of, or vesting of, or other rights in respect of any such benefits benefits. (except as may be required by h) If and to the partial or full termination of any extent applicable, no Company Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan has or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” has incurred an accumulated funding deficiency within the meaning of Section 280G 302 of ERISA or Section 412 of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to , nor has any waiver of the minimum funding standards of Section 409A 302 of ERISA and Section 412 of the Code been requested of or granted by the IRS with respect to any Company Benefit Plan, nor has been operated and administered any lien in good faith compliance with favor of any such plan arisen under Section 409A 412(n) of the Code from or Section 302(f) of ERISA. Except as indicated on Schedule 3.11(h) of the period beginning January 1Company Disclosure Schedule, 2005no Company Benefit Plan is self funded by the Company. Except as disclosed on Schedule 3.11(h) of the Company Disclosure Schedule, with respect to any insurance policy providing funding for benefits under any Company Benefit Plan, there is no liability of the Company in the nature of a retroactive rate adjustment, loss sharing arrangement, or other actual or contingent liability, and there will be no such liability arising wholly or partially out of events occurring prior to the date execution of this Agreement, nor would there be any such Benefit Plan or Employee Arrangement was established, whichever date is later, through liability if the Company cancelled such policy as of the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 3.19 of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company or any of its Subsidiaries has any obligation or liability, contingent or otherwise (the “Company Benefit Plans”); (ii) all current directorsemployees, officers consultants and employees independent contractors of the CompanyCompany and its Subsidiaries; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and or indemnification agreements, and all bonus and or other incentive compensation, deferred compensation, salary continuation, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and or vacation agreements, policies and or arrangements under which the Company or any of its Subsidiaries has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company or any of its Subsidiaries, other than Company Benefit Plans (the “Company Employee Arrangements”). Company Benefit Plans and Company Employee Arrangements that cover current or former employees, consultants, contractors, officers, or directors (or their equivalent) of the Company and its Subsidiaries are separately identified, by the applicable country, on Section 3.19 of the Company’s Disclosure Schedule. (b) In respect of each Company Benefit Plan and Company Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to PurchaserParent: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including including, schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangementof the stock option grant agreements used to make grants under the Company Option Plan, and all amendments thereto; (vi) each written employment, consulting or individual severance or other compensation agreement, and all amendments thereto; and (vii) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report nos. 87, 106 and 112). (c) None of the Company Benefit Plans or Company Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and neither the Company nor any of its Subsidiaries has no any obligation or liability (contingent or otherwise) in respect of any such plans. The Company is not a member of a group of trades or businesses under common control or treated as a single employer pursuant to Section 414 of the Code. (d) The Company Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service IRS with respect to each such Company Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Company Benefit Plan. Any voluntary employee benefit association that provides benefits to current or former employees of the Company or any of its Subsidiaries, or their beneficiaries, is and has been qualified under Section 501(c)(9) of the Code. (e) All contributions and or other payments required to have been made by the Company or any of its Subsidiaries to or under any Company Benefit Plan or Company Employee Arrangement by applicable Law or the terms of such Company Benefit Plan or Company Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Company Benefit Plans and Company Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable Laws Laws. In particular, no individual who has performed services for the Company’s or any of its Subsidiaries has been improperly excluded from participation in all material respectsany Company Benefit Plan or Company Employee Arrangement. (g) There are no pending or, to the knowledge of Company’s or the CompanyAPAR Holders’ knowledge, threatened actions, claims, suits or proceedings against or relating to any Company Benefit Plan or Company Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) ), and, to the knowledge of the CompanyCompany or the APAR Holders, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Neither the Company nor any of its Subsidiaries has no any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors of the Company or any of its Subsidiaries except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employmentemployment with the Company or any of its Subsidiaries. (i) None of the assets of any Company Benefit Plan is equity stock of the CompanyCompany or any of its affiliates, or property leased to or jointly owned by the Company or any of its affiliates. (j) Neither the execution and delivery of any of the Transaction Documents this Agreement nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former former, or retired) of the CompanyCompany or any of its Subsidiaries, (ii) increase any benefits under any Company Benefit Plan or Company Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as which may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available delivered to Purchaser Parent a true, complete true and correct list of the following (if applicable) for each current employee, consultant and contractor of the CompanyCompany and each of its Subsidiaries: base salary; , any bonus obligations; , immigration status; , hire date; , time-off balance; , an indication of the existence of a signed assignment of invention agreement for each employee and including effective date and term for the contract, pay rate, termination provisions and indication of a signed assignment of invention agreement for each consultant and contractor. (l) To the knowledge of the Company, all employees of the Company and each of its Subsidiaries who are not U.S. citizens but who are assigned to the U.S. operations of the Company or any of its Subsidiaries or otherwise travel, from time to time, to the United States on behalf of the Company or any of its Subsidiaries, possess all applicable passports, visas and other authorizations required by the Laws of the United States and have otherwise complied with all applicable immigration and similar Laws of the United States. (m) To the Company’s knowledge, all employees of the Company or any of its Subsidiaries assigned to work outside the United States possess all applicable passports, visas and other authorizations required by the Laws of the respective countries to which they are assigned.

Employee Plans. (a) Section 2.20 4.13(a) of the Company Disclosure Schedule sets forth a true, correct correct, and complete list of: (i) all “"employee benefit plans,” " as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended (“ERISA”), with respect to which the Company or any of its subsidiaries has any obligation or liability, contingent or otherwise (the “Benefit Plans”"BENEFIT PLANS"); (ii) all current directors, officers and employees of the Company; and (iiiii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and or indemnification agreements, and all bonus and or other incentive compensation, deferred compensation, salary continuation, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and or vacation agreements, policies and policies, or arrangements under which the Company or any of its subsidiaries has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor employee of the Company or any of its subsidiaries (the “"EMPLOYEE ARRANGEMENTS"). Benefit Plans and Employee Arrangements”)Arrangements are separately identified, by the applicable country to which they pertain, in Section 4.13(a) of the Company Disclosure Schedule. (b) In respect of each Benefit Plan and Employee Arrangement, a true, correct, and complete and correct copy of each of the following documents (if applicable) has been made available provided to PurchaserParent: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including including, schedules and attachments); (iv) the most recent Internal Revenue Service (“"IRS”") determination, determination letter or IRS opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None the forms of the Benefit Plans or Employee Arrangements is subject stock option grant agreements used to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and make grants under the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.Option

Employee Plans. (a) All Company Employee Benefit Plans are listed in Section 2.20 3.10 of the Company Disclosure Schedule sets forth a true, correct Letter. Correct and complete list of: copies of each such plan and the following documents with respect to each of such plan have been provided to Parent by the Company to the extent applicable: (i) any plan documents and related trust documents, insurance contracts or other funding arrangements, and all amendments thereto; (ii) the three most recent Forms 5500 and all schedules thereto; (iii) the most recent actuarial report and financial statements, if any; (iv) the most recent IRS determination letter or opinion letter; (v) the most recent summary plan descriptions together with each summary of material modifications required under ERISA, all material employee communications relating to such Company Employee Benefit Plans and all material communications to or from the IRS or any other governmental or regulatory authority relating to each Company Employee Benefit Plan; and (vi) written summaries of all non-written Company Employee Benefit Plans. “Company Employee Benefit Plan” means each bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock or other equity-based retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, program, policy, practice or arrangement, including any “employee benefit plans,plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA, and each employment, retention, consulting, change in control, salary continuation, termination or severance plan, program, policy, practice, arrangement or agreement entered into, maintained, sponsored or contributed to by the Company, any of the Company Subsidiaries or by any trade or business, whether or not incorporated, that together with the Company or any of the Company Subsidiaries would be deemed a “single employer” under Section 414 of the Code (an “ERISA Affiliate”) or to which the Company or any of the Company Subsidiaries has any obligation to contribute, or otherwise providing benefits to any current, former or future employee, consultant, officer or director of the Company or any of the Company Subsidiaries or to any beneficiary or dependent thereof or with respect to which the Company or any Company Subsidiary has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaser: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 3.14(a) of the Company Disclosure Schedule sets forth Letter lists each "employee benefit plan" (within the meaning of Section 3(3) of ERISA) and any other plan, Contract, program, arrangement or policy providing bonuses, profit sharing benefits, pension or other retirement benefits, compensation, deferred compensation, stock options, phantom stock, stock appreciation rights, stock purchase rights, restricted stock, restricted stock units or any performance-based units or other equity-related or synthetic equity arrangements, fringe benefits, severance payments, post-retirement benefits, scholarships, tuition reimbursements, health and welfare benefits, wellness benefits, disability benefits, sick leave pay, vacation pay, paid-time off programs, commissions, payroll practices, retention payments or other compensation or benefits (each such plan, Contract, program, arrangement or policy is referred to herein as an "Employee Plan") that (i) an Acquired Company sponsors, is a participating employer under or has, or could reasonably be expected to have, Liability with respect to, or has any obligation to contribute to for the benefit of current or former employees, directors, or any other Person performing services for an Acquired Company or (ii) is maintained by Seller or an ERISA Affiliate under which any Business Employee is entitled to any compensation or benefits. The Seller has delivered or made available to Purchaser true, correct and complete list copies of: : (i) all “employee benefit plans,” as defined in Section 3(3) of the each Employee Retirement Income Security Act of 1974Plan document, as amended (“ERISA”), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreementsamendments thereto, and all bonus documents embodying and other incentive compensationrelating to such Employee Plan, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”ii). (b) In respect Except as set forth in Section 3.14(b) of each Benefit Plan and the Company Disclosure Letter, none of the Employee ArrangementPlans is a "multiemployer plan" (within the meaning of Section 3(37) of ERISA or Code Section 414(f)), a complete and correct copy "multiple employer plan" (within the meaning of each Code Section 413(c)), a plan that is subject to the provisions of Title IV of ERISA or Section 412 of the following documents Code, or a welfare plan that is a "multiple employer welfare arrangement" (if applicablewithin the meaning of Section 3(40) has been made available to Purchaserof ERISA). Except as set forth in Section 3.14(b) of the Company Disclosure Letter, neither the Company nor any of its ERISA Affiliates: (i) the most recent plan and related trust documentshas withdrawn or partially withdrawn from any multiemployer plan, and all amendments thereto; or (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject has any withdrawal Liabilities with respect to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (dc) The Benefit Plans Each Employee Plan has been maintained, in form and their related trusts operation, in material compliance with the terms of such Employee Plan and the requirements prescribed by ERISA, the Code, ACA, HIPAA and other applicable Law. No condition exists that could cause an Acquired Company to have any tax, penalty or Liability imposed against it pursuant to Section 4980H of the Code with respect to periods prior to the Closing. Each Employee Plan intended to qualify under Sections 401 Section 401(a) of the Code has an opinion or advisory letter or has been determined by the Internal Revenue Service to so qualify, and the trusts created thereunder are exempt from tax under the provisions of Section 501(a) of the Code. To the Knowledge of the Seller, respectively, have either received a favorable determination, opinion nothing has occurred since such qualification which could be reasonably expected to cause the loss of such qualification or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status exemption except for insignificant operational defects that are eligible for self-correction under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make Employee Plans Compliance Resolution System program. There do not exist any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge Knowledge of the CompanySeller, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement claims (other than routine benefit undisputed claims by persons entitled for benefits), suits, actions, disputes, audits or investigations with respect to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoingEmployee Plan. (hd) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officersEach Employee Plan that is a nonqualified deferred compensation plan, directors, employees, consultants or contractors except (i) as may be required under Part 6 within the meaning of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 409A of the Code, or (iii) through the last day is and, since January 1, 2014, has at all times been either in material compliance with Section 409A of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant Code or contractor (current, former meets or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under met an exemption from Section 401 409A of the Code). No Benefit Plan Acquired Company is a party to or Employee Arrangement in effect immediately prior to the Closing Date would obligated under any agreement, plan, contract or other arrangement that will result, individually separately or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby)aggregate, in the payment of any “"excess parachute payment” " within the meaning of Section 280G of the Code. (ke) Each Benefit Plan or Employee Arrangement Seller has taken, and caused Company to have taken, all action necessary to cause Company to be a participating employer under Seller's group medical and prescription drug plan for the benefit of Company employees (including coverage under the third party stop loss insurance policy maintained by Seller in connection with such plan) from the Restructuring through December 31, 2016. Seller has received written affirmation from its stop loss insurance policy carrier specifying that, with respect to Seller's group medical and prescription drug plan, such carrier agrees that Company is a non-qualified deferred compensation participating employer under such plan or arrangement subject to Section 409A and that claims under such plan of the Code has been operated employees of Company and administered in good faith compliance with Section 409A of the Code from the period beginning January 1their dependents shall be covered under such stop loss policy through December 31, 20052016, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) all claims for calendar year 2016 shall be aggregated for each current employee, consultant such employee and contractor of dependent. Seller has not received any notice that the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rateforegoing affirmation is not still in effect.

Employee Plans. (a) Section 2.20 3.10(a) of the Company Disclosure Schedule Letter sets forth a truecomplete and accurate list, correct as of the date of this Agreement, of all Employee Benefit Plans of the Company and complete list of: each Company Subsidiary. For purposes of this Agreement, Employee Benefit Plan of the Company and each Company Subsidiary means any material: (i) all “employee pension benefit plans,plan” (as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and (iii) bonus or incentive, stock option, equity incentive, restricted stock, stock bonus, change-of-control, severance, deferred bonus or salary reduction plan, program or agreement, which is sponsored, maintained or contributed to by the Company or any Company Subsidiary, or with respect to which the Company or any Company Subsidiary has any obligation or material liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In With respect of to each Employee Benefit Plan and Employee ArrangementPlan, the Company has made available to Parent or its designee a complete and correct copy accurate copy, to the extent applicable, of each of the following documents (if applicable) has been made available to Purchaser: (i) such Employee Benefit Plan, (ii) for the most recent plan year (A) Forms 5500 and related trust documentsattached schedules, (B) financial statements, and all amendments thereto; (iiC) the most recent summary plan descriptionactuarial valuation reports, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules each trust or funding agreement, insurance policies, group annuity contract and attachments); summary plan description and any material modifications thereto, if any, (iv) the most recent Internal Revenue Service determination letter (“IRS”or, if applicable, advisory or opinion letter) determination, opinion or notification letter; from the IRS and (v) each written for the last three years, all material correspondence with the IRS, the United States Department of Labor (the “DOL”), the Pension Benefit Guaranty Corporation (the “PBGC”), the SEC and any other Governmental Authority regarding the operation or the administration of any Employee Arrangement, and all amendments theretoBenefit Plan. (c) None of Each Employee Benefit Plan has been administered, to the Benefit Plans or Employee Arrangements is subject to Title IV of Company’s Knowledge, in all respects (i) in accordance with ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, the Code and the Company has no obligation or liability all other applicable Laws and (contingent or otherwiseii) in respect of any such plansaccordance with the relevant Employee Benefit Plan’s terms. (d) The Each Employee Benefit Plans and their related trusts Plan that is intended to qualify be qualified under Section 401(a) of the Code has received a determination, opinion or advisory letter from the IRS (on which company has reliance) to the effect that such Employee Benefit Plan is qualified and the plan and trust related thereto are exempt from federal income taxes under Sections 401 401(a) and 501(a) ), respectively, of the Code, respectively, have either the Company has not as of the date of this Agreement received a favorable determination, any written notice that any such determination or opinion or notification letter from has been revoked and nothing has occurred since the Internal Revenue Service with respect to each date of such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to that could adversely affect the qualified status of each any such Employee Benefit PlanPlan or which would cause the Company to lose reliance on such letter. (e) The Company has not (i) within the last six (6) years ever sponsored, maintained contributed to or had any liability in respect of a defined benefit pension plan (as defined in Section 3(35) of ERISA or other applicable Laws) or plan subject to Section 412 of the Code or Title IV of ERISA or (ii) at any time sponsored or contributed to, or had any liability in respect of, a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA or other applicable Laws). (f) The consummation of the Transactions will not result (either alone or in combination with any other event) in: (i) any payment of, or material increase in, any material remuneration or benefits to any current or former director or employee of the Company or any Company Subsidiary; (ii) any cancellation of Indebtedness owed to the Company or any Company subsidiary by any director or employee of the Company or any Company Subsidiary; (iii) except as contemplated by this Agreement, the acceleration of the vesting, funding or time of any payment or benefit to any current or former director or employee of the Company or any Company Subsidiary; or (iv) severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement. (g) Neither the Company nor any Company Subsidiary has incurred any current or projected material liability in respect of post-employment health, medical or life insurance benefits or other welfare type benefits for any current or former directors, officers or employees (or any spouse or other dependent thereof) of the Company, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), or other applicable Laws. (h) With respect to any Employee Benefit Plan, (i) no actions, liens, lawsuits, claims or complaints (other than routine claims for benefits) that are material to the Company and the Company Subsidiaries, taken as a whole, are pending or, to the Company’s Knowledge, threatened, against the Company or any Company Subsidiary (ii) no written notice has been received from the PBGC in respect of any Employee Benefit Plan concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the Transactions, and (iii) no administrative investigation or audit by the DOL, the PBGC, the IRS or any other governmental agency is pending, in progress or, to the Company’s Knowledge, threatened against the Company or any Company Subsidiary. (i) All contributions (including all employer contributions and other employee salary reduction contributions) or premium payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such any Employee Benefit Plan Plan, or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending orLaw, as of the date of this Agreement have been made or reflected on the Company’s consolidated financial statements to the knowledge of extent required by GAAP, and all contributions or premium payments for any period ending on or prior to the Acceptance Time which are not yet due will, on or prior to the Acceptance Time, have been paid or accrued on the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month ’s consolidated financial statements in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Companyaccordance with GAAP. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retiredSection 3.10(a) of the CompanyCompany Disclosure Letter lists each agreement, (ii) increase any benefits under any contract, plan or other arrangement, whether or not written and whether or not an Employee Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents which Company or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement Company Subsidiary is a party that is a non-qualified nonqualified deferred compensation plan or arrangement subject to Code Section 409A of 409A. To the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1Company’s Knowledge, 2005, or the date each such Employee Benefit Plan complies with or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.satisfies an exemption from Code Section 409A.

Employee Plans. (a) Section 2.20 3.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) lists all “"employee benefit plans,” " as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all other employee benefit plans or other benefit arrangements, including executive compensation, directors' benefit, bonus and or other incentive compensation, severance and deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union compensation plans and vacation agreements, policies and arrangements under practices which the Company or any of its subsidiaries maintains, is a party to, contributes to or has any obligation to or liability for (contingent or otherwise) in respect of any current or former officereach a "Company Benefit Plan" and collectively, director, employee, consultant or contractor of the "Company (the “Employee Arrangements”Benefit Plans"). (b) In respect True, correct and complete copies or descriptions of each Company Benefit Plan and Employee Arrangement(and, a complete and correct copy of each of the following documents (if where applicable) has been made available to Purchaser: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, actuarial report, determination letter, most recent Form 5500 and trust agreement) have been delivered to AGT for review prior to the date hereof. (c) As of the date hereof, except as disclosed on Section 3.11(c) of the Company Disclosure Schedule, (i) all material payments required to be made by or under any Company Benefit Plan, any related summaries of modifications theretotrusts, or any collective bargaining agreement have been made; (ii) the Company and its subsidiaries have performed all material obligations required to be performed by them under any Company Benefit Plan; (iii) the most recent Form 5500 (including schedules Company Benefit Plans have been administered in material compliance with their terms and attachments)the requirements of ERISA, the Code and other applicable laws; (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There there are no actions, suits, arbitrations or claims (other than routine claims for benefit) pending or, to the knowledge of the Company, threatened actions, claims, suits or proceedings against or relating with respect to any A-9 14 Company Benefit Plan Plan; and (v) the Company and its subsidiaries have no liability as a result of any "prohibited transaction" (as defined in Section 406 of ERISA and Section 4975 of the Code) for any excise tax or Employee Arrangement civil penalty. (other than routine benefit claims d) Except as disclosed on Section 3.11(d) of the Company Disclosure Schedule, none of the Company Benefit Plans is subject to Title IV of ERISA. (e) Except as set forth on Section 3.11(e) of the Company Disclosure Schedule, the Company and its subsidiaries have not incurred any unsatisfied withdrawal liability with respect to any multiemployer plan as defined in Section 4001(a)(3) of ERISA. (f) Section 3.11(f) of the Company Disclosure Schedule sets forth a list of all "employee pension plans," as defined on Section 3(2) of ERISA, maintained by persons entitled the Company or any of its subsidiaries on any trade or business (whether or not incorporated) which are under control, or which are treated as a single employer, with the Company under Section 414(b), (c), (m) or (o) of the Code (an "ERISA Affiliate"), or to benefits thereunderwhich the Company, its Subsidiaries or any ERISA Affiliate contributed or is obligated to contribute thereunder ("Company Pension Plans"). Except as set forth on Section 3.11(f) of the Company Disclosure Schedule, each of the Pension Plans which is intended to be "qualified" within the meaning of Section 401(a) and 401(k), if applicable, and 501(a) of the Code has been determined by the Internal Revenue Service to be so "qualified" and, to the knowledge of the Company, there are is no facts or circumstances fact which could reasonably be expected to form would adversely affect the basis for qualified status of any of the foregoingsuch Company Pension Plan. (hg) The Company has no obligation or liability (contingent or otherwiseExcept as set forth on Section 3.11(g) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the CodeCompany Disclosure Schedule, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither neither the execution and delivery of any of the Transaction Documents this Agreement nor the consummation of any of the Transactions transactions contemplated hereby will (i) result in any payment becoming due due, or increase the amount of compensation due, to any director, officer, employee, consultant current or contractor (current, former or retired) employee of the Company, Company or any of its subsidiaries; (ii) increase any benefits otherwise payable under any Company Benefit Plan or Employee Arrangement Plan; or (iii) result in the acceleration of the time of payment of, or vesting of, or other rights in respect of any such benefits benefits. (except as may be required by h) If and to the partial or full termination of any extent applicable, no Company Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan has or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” has incurred an accumulated funding deficiency within the meaning of Section 280G 302 of ERISA or Section 412 of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to , nor has any waiver of the minimum funding standards of Section 409A 302 of ERISA and Section 412 of the Code been requested of or granted by the IRS with respect to any Company Benefit Plan, nor has been operated and administered any lien in good faith compliance with favor of any such plan arisen under Section 409A 412(n) of the Code from or Section 302(f) of ERISA. Except as indicated on Schedule 3.11(h) of the period beginning January 1Company Disclosure Schedule, 2005no Company Benefit Plan is self funded by the Company. Except as disclosed on Schedule 3.11(h) of the Company Disclosure Schedule, with respect to any insurance policy providing funding for benefits under any Company Benefit Plan, there is no liability of the Company in the nature of a retroactive rate adjustment, loss sharing arrangement, or other actual or contingent liability, and there will be no such liability arising wholly or partially out of events occurring prior to the date execution of this Agreement, nor would there be any such Benefit Plan or Employee Arrangement was established, whichever date is later, through liability if the Company cancelled such policy as of the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 2.19 of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in ERISA Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iiiii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union loan and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to PurchaserParent: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement pension plan or is a multiemployer plan described in ERISA Section 3(37) of ERISA), and the Company has no obligation or liability (liability, contingent or otherwise) , in respect of any such plans. (d) The Each Benefit Plans Plan and their its related trusts trust that is intended to qualify under Code Sections 401 401(a) and 501(a) of the Code), respectively, have has either received a favorable determination, opinion or notification letter from the Internal Revenue Service IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. With respect to each PEO Plan, the Company (i) has timely paid all premiums and made all required contributions to such PEO Plan, (ii) has no obligations or liability to any such PEO Plans other than the obligation to pay premiums or to make contributions on behalf of its employees as set forth in the PEO Agreement, and (iii) has no liability associated with any PEO Plan’s sponsorship, administration or failure to comply with applicable Laws. (f) The Benefit Plans and Plans, Employee Arrangements and, to the Company’s Knowledge, the PEO Plans have been maintained and administered in accordance material compliance with their terms and applicable Laws in all material respectsLaws. (g) There are no pending or, to the knowledge Knowledge of the Company, threatened actions, claims, suits or proceedings Proceedings against or relating to any Benefit Plan or Plan, Employee Arrangement or, to the Company’s Knowledge, the PEO Plans (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, and there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Code Section 125 of the Code125, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None Except as set forth on Section 2.19(i) of the assets of any Benefit Plan is equity of the Company. (j) Neither Company Disclosure Schedule, neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any current or former director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Code Section 401 of the Code401(a)). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated herebyContemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Code Section 280G of the Code.280G. (kj) Each No Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Code Section 409A 409A. (k) This Section 2.19 contains the sole and exclusive representations and warranties of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereofCompany concerning employee benefit matters. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 3.10 of the Disclosure Schedule sets forth a true, correct true and complete list of: (i) all “of each "employee benefit plansplan,” " as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), and each other material written, unwritten, formal or informal plan, agreement, program, policy or other arrangement involving direct or indirect compensation to employees or other service providers (other than workers' compensation, unemployment compensation and other government programs), including employment, severance, consulting, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights, other forms of incentive compensation, post-retirement insurance benefits, or other benefits, entered into, maintained or contributed to by the Company or the Company Subsidiary or with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company Subsidiary has or may in the future have any obligation or liability (contingent or otherwise) in respect of any current ). Each such plan, agreement, program, policy or former officer, director, employee, consultant or contractor of arrangement required to be set forth on the Company (Disclosure Schedule pursuant to the “Employee Arrangements”)foregoing is referred to herein as a "BENEFIT PLAN." (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of The Company has made available the following documents (if applicable) has been made available to PurchaserParent with respect to each Benefit Plan: (i1) the most recent plan correct and complete copies of all documents embodying such Benefit Plan, including (without limitation) all amendments thereto, and all related trust documents, and all amendments thereto; (ii2) a written description of any Benefit Plan that is not set forth in a written document, (3) the most recent summary plan description, and all related description together with the summary or summaries of material modifications thereto; , if any, (iii4) the three most recent Form 5500 annual actuarial valuations, if any, (including schedules and attachments); (iv5) the most recent all Internal Revenue Service (“"IRS”") or Department of Labor ("DOL") determination, opinion opinion, notification and advisory letters, (6) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, (7) all material correspondence to or notification letter; from any Governmental Authority received in the last three years, (8) all discrimination tests for the most recent three plan years, and (v9) each all material written Employee Arrangementagreements and contracts currently in effect, including (without limitation) administrative service agreements, group annuity contracts, and all amendments theretogroup insurance contracts. (c) None Each Benefit Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations (foreign and domestic), including (without limitation) ERISA and the Code, which are applicable to such Benefit Plans. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Benefit Plans have been timely made or Employee Arrangements is subject accrued. Each Benefit Plan intended to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in be qualified under Section 3(37401(a) of ERISA, the Code and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts each trust intended to qualify under Sections 401 and Section 501(a) of the CodeCode is so qualified and either: (1) has obtained a currently effective favorable determination notification, respectivelyadvisory and/or opinion letter, have either received a favorable determinationas applicable, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under (or the Codequalified status of the master or prototype form on which it is established) from the IRS covering the amendments to the Code effected by the Tax Reform Act of 1986 and all subsequent legislation for which the IRS will currently issue such a letter, and no amendment to such Benefit Plan has been adopted since the date of such letter covering such Benefit Plan that would adversely affect such favorable determination; or (2) still has a remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for or receive such a letter and to make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plandetermination. (ed) All contributions and other payments No plan currently or ever in the past six (6) years maintained, sponsored, contributed to or required to have been made be contributed to by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation its Subsidiaries, or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for any of their respective current or former officers, directors, employees, consultants ERISA Affiliates is or contractors except ever in the past six (i6) years was (1) a "multiemployer plan" as may be required under Part 6 of Title I defined in Section 3(37) of ERISA, (ii2) a medical expense reimbursement account plan pursuant to described in Section 125 413 of the Code, (3) a plan subject to Title IV of ERISA, (4) a plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA, or (iii5) through the last day of the calendar month a plan maintained in which the participant terminates employment. (i) None of the assets of connection with any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result trust described in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retiredSection 501(c)(9) of the CompanyCode. The term "ERISA AFFILIATE" means any Person that, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in together with the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents Company or any of the Transactions contemplated hereby)its Subsidiaries, in the payment of any “excess parachute payment” would be deemed a "single employer" within the meaning of Section 280G 414(b), (c), (m) or (o) of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 2.18 of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “"employee benefit plans,” " as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), with respect to which the Company has any obligation or liability, contingent or otherwise (the “"Benefit Plans”"); (ii) all current directors, officers Officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officerOfficer, director, employee, consultant or contractor of the Company (the “"Employee Arrangements”"). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaserthe Buyer: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“"IRS”") determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS Internal Revenue Service pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated herebyContemplated Transactions), in the payment of any “"excess parachute payment” " within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser the Buyer a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 2.19 of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers Officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaserthe Buyer: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS Internal Revenue Service pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated herebyContemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser the Buyer a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 2.19 of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers Officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaserthe Buyer: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity stock of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated herebyContemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser the Buyer a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 Schedule 2.16 of the Disclosure Schedule Schedules sets forth a true, correct and complete list of: (ib) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (iii) all current directors, officers and employees of the Company; and (iiiii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (bc) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to PurchaserParent: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (cd) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (de) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (ef) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (fg) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (gh) There are no pending or, to the knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (hi) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (ij) None of the assets of any Benefit Plan is equity of the Company. (jk) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated herebyTransactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (kl) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (lm) The Company has made available to Purchaser Parent a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 3.21(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of: list: (i) all “employee benefit plans,” ”, as defined in Section 3(3) of ERISA, and all other employee benefit agreements, plans, programs, policies or arrangements, including, without limitation, any such agreements, plans, programs, policies or arrangements providing severance pay, sick leave, employment, severance, retention, change in control, consulting, vacation pay, salary continuation for disability, retirement benefits, deferred compensation, bonus pay, incentive pay, stock options or stock awards, hospitalization insurance, medical insurance, life insurance, cafeteria benefits, dependent care reimbursements, prepaid legal benefits, scholarships or tuition reimbursements, maintained or sponsored by the Employee Retirement Income Security Act Company or any of 1974, as amended (“ERISA”), with respect its Subsidiaries or to which the Company has or any obligation of its Subsidiaries is currently obligated to contribute thereunder for current or liabilityformer employees, contingent or otherwise officers, directors, agents, consultants and independent contractors of the Company and its Subsidiaries (the “Employee Benefit Plans”); , and (ii) all current directors“employee pension plans”, officers and employees as defined in Section 3(2) of ERISA, currently maintained or sponsored by the Company or any trade or business (whether or not incorporated) which is under control or treated as a single employer with the Company under Section 414(b), (c), (m), or (o) of the Company; and Code (iiia “ERISA Affiliate”) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under or to which the Company has or any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company ERISA Affiliate is currently obligated to contribute thereunder (the “Employee ArrangementsPension Plans”). (b) In True, correct and complete copies of the following documents, with respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of to each of the following documents (if applicable) has Employee Benefit Plans and Pension Plans, have been made available to PurchaserParent, to the extent applicable: (i) the most recent plan all plans and related trust documents, and all amendments thereto; (ii) Forms 5500 filed for the three most recent summary plan description, and all related summaries of modifications theretoyears; (iii) the most recent Form 5500 (including schedules and attachments)IRS determination letter, if any, regarding the tax-qualified status of such Employee Benefit Plan or Pension Plan; (iv) the most recent Internal Revenue Service summary plan descriptions, annual reports and material modifications; (“IRS”v) determinationthe most recent actuarial report, opinion if any; (vi) written descriptions of the terms of all non-written agreements relating to the Employee Benefit Plans or notification letterPension Plans; and (vvii) each the most recent written Employee Arrangementresults of all compliance testing required pursuant to Sections 125, 401(a)(4), 401(k), 401(m), 410(b), 415 and all amendments thereto416 of the Code. (c) None of the Employee Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or Pension Plans is a multiemployer plan described plan, as defined in Section 3(37) of ERISA, and ERISA (“Multiemployer Plan”) or subject to Title IV or Section 302 of ERISA or Sections 412 or 4971 of the Code. None of the Company or any ERISA Affiliate has withdrawn at any time within the preceding six years from any Multiemployer Plan or incurred any withdrawal liability which remains unsatisfied and no obligation circumstances have occurred or liability (contingent or otherwise) exist which could reasonably be expected to result in respect of any such plansliability to the Company or any Subsidiary. (d) The Benefit Plans and their related trusts Each Pension Plan that is intended to qualify under Sections 401 Section 401(a) of the Code has received a determination letter from the IRS or can rely on an opinion letter as to its qualification and the trust maintained pursuant thereto is exempt from federal income taxation under Section 501(a) of the Code, respectivelyand, have either received a favorable determinationto the Knowledge of the Company, opinion or notification letter from the Internal Revenue Service nothing has occurred with respect to each the operation of any such Benefit Pension Plan as that would reasonably be expected to its qualified status cause the loss of such qualification or exemption or the imposition of any material liability, penalty or Tax under ERISA or the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions (including all employer contributions and other payments employee salary reduction contributions) and all premiums required to have been paid under any of the Employee Benefit Plans or Pension Plans or by Law (without regard to any waivers granted under Section 412 of the Code) to any funds or trusts established thereunder or in connection therewith have been made by the Company due date thereof (including any valid extension) and all contributions for any period ending on or before the Closing Date which are not yet due will be paid or accrued prior to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly madeClosing Date. (f) The To the Knowledge of the Company, there has been no material violation of ERISA or the Code with respect to the filing of applicable reports, documents and notices regarding the Employee Benefit Plans and with the Secretary of Labor or the Secretary of the Treasury or the furnishing of required reports, documents or notices to the participants or beneficiaries of the Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respectsBenefit Plans. (g) There are no pending Actions (other than claims for benefits in the ordinary course) which have been instituted or, to the knowledge Knowledge of the Company, threatened actionsasserted against the Employee Benefit Plans or Pension Plans, claimsthe assets of any of the trusts under such plans or the plan sponsor or the plan administrator, suits or proceedings against any fiduciary of the Employee Benefit Plans or relating Pension Plans with respect to any Benefit Plan the operation or Employee Arrangement administration of such plans or the investment of the assets of such plans (other than routine benefit claims by persons entitled to benefits thereunder) andclaims), to nor does the knowledge Company have Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any such claim or lawsuit. No Employee Benefit Plan or Pension Plan has been the subject of an audit, investigation or examination by any Governmental Entity to the Knowledge of the foregoingCompany. (h) The Company Employee Benefit Plans and Pension Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA and the Code (including rules and regulations thereunder) and other applicable federal and state laws and regulations. None of the Company, its Subsidiaries, or, to the Knowledge of the Company, any “party in interest” or “disqualified person” with respect to the Employee Benefit Plans or Pension Plans, as applicable, has no obligation engaged in a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 4975 of Title I of ERISA, (ii) a medical expense reimbursement account plan the Code pursuant to Section 125 which the Tax or penalty could be material. No stock or other security issued by the Company or any Affiliate forms or has formed a part of the Code, assets of any Employee Benefit Plan or (iii) through the last day of the calendar month in which the participant terminates employmentPension Plan. (i) None of the assets of Employee Benefit Plans or Pension Plans provide retiree life, health or death benefits except as may be required under COBRA or any Benefit Plan is equity of similar state or local Law at the Companyretirees own expense. (j) Neither the execution and delivery of any of this Agreement, and the other Transaction Documents nor the consummation of any of the Transactions transactions contemplated hereby will or thereby will, either alone or together with the occurrence of subsequent events (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits otherwise payable under any Employee Benefit Plan or Employee Arrangement or Pension Plan; (iiiii) result in the acceleration of the time of payment of, or vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of under any Employee Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan, Pension Plan or Employee Arrangement in effect immediately prior Contract to the Closing Date would result, individually any current or in the aggregate former employee; or (including as a iii) result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute amount that would, individually or in combination with any other such payment” within the meaning , fail to be deductible by reason of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 3.10 of the Disclosure Schedule sets forth a true, correct true and complete list of: (i) all of each “employee benefit plansplan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and each other material written, unwritten, formal or informal plan, agreement, program, policy or other arrangement involving direct or indirect compensation to employees or other service providers (other than workers’ compensation, unemployment compensation and other government programs), including employment, severance, consulting, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights, other forms of incentive compensation, post-retirement insurance benefits, or other benefits, entered into, maintained or contributed to by the Company or the Company Subsidiary or with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company Subsidiary has or may in the future have any obligation or liability (contingent or otherwise) in respect of any current ). Each such plan, agreement, program, policy or former officer, director, employee, consultant or contractor of arrangement required to be set forth on the Company (Disclosure Schedule pursuant to the foregoing is referred to herein as a “Employee ArrangementsBenefit Plan.”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of The Company has made available the following documents (if applicable) has been made available to PurchaserParent with respect to each Benefit Plan: (i1) the most recent plan correct and complete copies of all documents embodying such Benefit Plan, including (without limitation) all amendments thereto, and all related trust documents, and all amendments thereto; (ii2) a written description of any Benefit Plan that is not set forth in a written document, (3) the most recent summary plan description, and all related description together with the summary or summaries of material modifications thereto; , if any, (iii4) the three most recent Form 5500 annual actuarial valuations, if any, (including schedules and attachments); (iv5) the most recent all Internal Revenue Service (“IRS”) or Department of Labor (“DOL”) determination, opinion opinion, notification and advisory letters, (6) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, (7) all material correspondence to or notification letter; from any Governmental Authority received in the last three years, (8) all discrimination tests for the most recent three plan years, and (v9) each all material written Employee Arrangementagreements and contracts currently in effect, including (without limitation) administrative service agreements, group annuity contracts, and all amendments theretogroup insurance contracts. (c) None Each Benefit Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations (foreign and domestic), including (without limitation) ERISA and the Code, which are applicable to such Benefit Plans. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Benefit Plans have been timely made or Employee Arrangements is subject accrued. Each Benefit Plan intended to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in be qualified under Section 3(37401(a) of ERISA, the Code and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts each trust intended to qualify under Sections 401 and Section 501(a) of the CodeCode is so qualified and either: (1) has obtained a currently effective favorable determination notification, respectivelyadvisory and/or opinion letter, have either received a favorable determinationas applicable, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under (or the Codequalified status of the master or prototype form on which it is established) from the IRS covering the amendments to the Code effected by the Tax Reform Act of 1986 and all subsequent legislation for which the IRS will currently issue such a letter, and no amendment to such Benefit Plan has been adopted since the date of such letter covering such Benefit Plan that would adversely affect such favorable determination; or (2) still has a remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for or receive such a letter and to make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plandetermination. (ed) All contributions and other payments No plan currently or ever in the past six (6) years maintained, sponsored, contributed to or required to have been made be contributed to by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation its Subsidiaries, or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for any of their respective current or former officers, directors, employees, consultants ERISA Affiliates is or contractors except ever in the past six (i6) years was (1) a “multiemployer plan” as may be required under Part 6 of Title I defined in Section 3(37) of ERISA, (ii2) a medical expense reimbursement account plan pursuant to described in Section 125 413 of the Code, (3) a plan subject to Title IV of ERISA, (4) a plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA, or (iii5) through the last day of the calendar month a plan maintained in which the participant terminates employment. (i) None of the assets of connection with any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result trust described in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retiredSection 501(c)(9) of the CompanyCode. The term “ERISA Affiliate” means any Person that, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in together with the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents Company or any of the Transactions contemplated hereby)its Subsidiaries, in the payment of any would be deemed a “excess parachute paymentsingle employer” within the meaning of Section 280G 414(b), (c), (m) or (o) of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 3.13(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “"employee benefit plans,” " as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), with respect to which the Company or any of its subsidiaries has any obligation or liability, contingent or otherwise (the “"Benefit Plans”"); (ii) all current directors, officers employees and employees consultants of the CompanyCompany and its subsidiaries, including the base salary for each such person; and (iii) all stock option plans or bonus plans or other plans or arrangements with any employee or consultant of the Company or its subsidiaries which is non-standard. Benefit Plans and Employee Arrangements which cover current or former employees, officers, or directors (or their equivalent) of the Company or any of its subsidiaries are separately identified, by the applicable country, on Section 3.13(a) of the Company Disclosure Schedule. (b) In respect of each Benefit Plan and each employment, consulting, termination, profit sharing, severance, change of control, individual compensation and or indemnification agreements, and all bonus and or other incentive compensation, deferred compensation, salary continuation, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, assistance or employee discount, employee loan, credit union and vacation agreements, policies and arrangements loan agreement under which the Company or any of its subsidiaries has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “"Employee Arrangements”"). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaser: 12 20 (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including including, schedules and attachments); (iv) the most recent Internal Revenue Service (“"IRS”") determination, opinion or notification determination letter; and (v) the forms of stock option grant agreements used to make grants under the Company Option Plans; (vi) each written Employee Arrangementemployment, consulting or individual severance or other compensation agreement, and all amendments thereto; and (vii) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report nos. 87, 106 and 112). The Company has no stock purchase plans. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer multi-employer plan described in Section 3(37) of ERISA, and the Company has no and its subsidiaries do not have any obligation or liability (contingent or otherwise) in respect of any such plans. The Company and its subsidiaries are not members of a group of trades or businesses (other than the Company and its subsidiaries) under common control or treated as a single employer pursuant to Section 414 of the Code. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determinationso qualify. Any voluntary employee benefit association which provides benefits to current or former employees of the Company and its subsidiaries, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its their beneficiaries, is and has been qualified status under Section 501(c)(9) of the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and or other payments required to have been made by the Company and its subsidiaries to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable Laws Laws. The Company believes that no individual who has performed services for the Company or any of its subsidiaries has been improperly excluded from participation in all material respectsany Benefit Plan or Employee Arrangement. (g) There are no pending or, to the knowledge of the Company's knowledge, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) ), and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no and its subsidiaries do not have any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors employees of the Company or any of its subsidiaries except (i) as may be required under Part 6 of Title I of ERISAERISA but which are being paid solely by the participant or the participant's beneficiary, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employmentemployment with the Company or any subsidiary of the Company. (i) None of the assets of any Benefit Plan is equity stock of the CompanyCompany or any of its affiliates, or property leased to or jointly owned by the Company or any of its affiliates. (j) Neither Except in connection with equity compensation, neither the execution and delivery of any of the Transaction Documents this Agreement nor the consummation of any of the Transactions transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor employee (current, former former, or retired) of the CompanyCompany or any of its subsidiaries, (ii) increase any benefits under any Benefit Plan or Employee Arrangement Arrangement, or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Codebenefits. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A Benefit Plans covering employees outside of the Code from United States is fully funded through adequate reserves on the period beginning January 1financial statements of the Company or its subsidiaries, 2005insurance contracts, annuity contracts, trust funds or similar arrangements or the date liabilities of such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereofPlans are fairly reflected on such financial statements. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 3.19 of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which any of the Company or the Subsidiaries has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers officers, employees, consultants and employees independent contractors of each of the CompanyCompany and the Subsidiaries; and (iii) all employmentmaterial employment (other than offer letters for “at-will” employment that do not contain severance), consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which any of the Company or the Subsidiaries has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of any of the Company or the Subsidiaries (the “Employee Arrangements”). (b) In respect of each Benefit Plan and material Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to PurchaserParent: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written material Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and none of the Company or the Subsidiaries has no any obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determinationare covered by an opinion, opinion advisory, or notification letter from the Internal Revenue Service IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by any of the Company or the Subsidiaries to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly mademade in all material respects. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The None of the Company or the Subsidiaries has no any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity stock of any of the CompanyCompany or the Subsidiaries. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of any of the CompanyCompany or the Subsidiaries under any Benefit Plan or Employee Arrangement, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits under any Benefit Plan or Employee Arrangement (except as which may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code or exempt from 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser Parent a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of any of the CompanyCompany or the Subsidiaries: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 3.19 of the ISG Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company ISG has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directorsemployees, officers consultants and employees independent contractors of the CompanyISG; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and or indemnification agreements, and all bonus and or other incentive compensation, deferred compensation, salary continuation, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and or vacation agreements, policies and or arrangements under which the Company ISG has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company ISG (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to PurchaserHealth Benefits: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including including, schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangementof the stock option grant agreements used to make grants under the ISG Option Plan, and all amendments thereto; (vi) each written employment, consulting or individual severance or other compensation agreement, and all amendments thereto; and (vii) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report nos. 87, 106 and 112). (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company ISG has no obligation or liability (contingent or otherwise) in respect of any such plans. ISG is not a member of a group of trades or businesses under common control or treated as a single employer pursuant to Section 414 of the Code. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. Any voluntary employee benefit association that provides benefits to current or former employees of ISG, or their beneficiaries, is and has been qualified under Section 501(c)(9) of the Code. (e) All contributions and or other payments required to have been made by the Company ISG to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws Laws. In particular, no individual who has performed services for ISG has been improperly excluded from participation in all material respectsany Benefit Plan or Employee Arrangement. (g) There are no pending or, to the knowledge of the CompanyISG’s or Spinner’s knowledge, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) ), and, to the knowledge of the CompanyISG or Spinner, there are no facts or circumstances which that could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no ISG does not have any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors of ISG except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employmentemployment with ISG. (i) None of the assets of any Benefit Plan is equity stock of the CompanyISG or any of its affiliates, or property leased to or jointly owned by ISG or any of its affiliates. (j) Neither the execution and delivery of any of the Transaction Documents this Agreement nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former former, or retired) of the CompanyISG, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as which may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is ISG has delivered to Health Benefits a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete true and correct list of the following (if applicable) for each current employee, consultant and contractor of the CompanyISG: base salary; , any bonus obligations; , immigration status; , hire date; , time-off balance; , an indication of the existence of a signed assignment of invention agreement for each employee and including effective date and term for the contract, pay rate, termination provisions and indication of a signed assignment of invention agreement for each consultant and contractor. (l) To the knowledge of ISG and Spinner, all employees of ISG who are not U.S. citizens but who are assigned to the U.S. operations of ISG or otherwise travel, from time to time, to the United States on behalf of ISG, possess all applicable passports, visas and other authorizations required by the Laws of the United States and have otherwise complied with all applicable immigration and similar Laws of the United States.

Employee Plans. (a) Section 2.20 of the Disclosure Schedule SCHEDULE 2.9 sets forth a true, correct true and complete list of all bonus, pension, stock option, stock purchase, benefit, welfare, profit-sharing, deferred compensation, retainer, consulting, retirement, welfare, disability, vacation, severance, hospitalization, insurance, incentive, deferred compensation and other similar fringe or employee benefit plans, funds, programs or arrangements, whether written or oral, in each of the foregoing cases which cover, are maintained for the benefit of: , or relate to any or all current or former Business Personnel, and any other entity ("ERISA AFFILIATE") related to it under Section 414(b), (c), (m) and (o) of the Internal Revenue Code (the "CODE") (the "EMPLOYEE PLANS"). With respect to each Employee Plan, Brite will make available to Buyer upon request, to the extent applicable, true and complete copies of (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaser: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan descriptiondetermination letter received from the Internal Revenue Service, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); application for determination filed with the Internal Revenue Service, (iv) the most recent Internal Revenue Service (“IRS”) determinationlatest actuarial valuations, opinion or notification letter; and (v) each written the latest financial statements, (vi) the latest Form 5500 Annual Report, including Schedule A and Schedule B thereto, (vii) all related trust agreements, insurance contracts or other funding arrangements which implement any of such Employee ArrangementPlans, (viii) all Summary Plan Descriptions and summaries of material modifications and all modifications thereto communicated to employees, and all amendments thereto(ix) in the case of stock options or stock appreciation rights issued under any Employee Plan, a list of holders, dates of grant, number of shares, exercise price per share and dates exercisable. Neither Brite nor any ERISA Affiliate of Brite has any liability or contingent liability with respect to the Employee Plans, nor will any of the Acquired Assets be subject to any lien, charge or claim relating to the obligations of Brite with respect to Business Personnel or Employee Plans. (b) Neither Brite nor any ERISA Affiliate sponsors or has sponsored, maintained, contributed to, incurred an obligation to contribute to or withdraw from, any Multi-Employer Plan (as defined in Section 4000(a)(3) of ERISA) or any Multiple-Employer Plan (as defined in ERISA Sections 4063 or 4064 or Code Section 413) related to Business Personnel, whether or not terminated, for which any withdrawal or partial withdrawal liability has been or could be incurred, whether or not any such liability has been asserted by or on behalf of any such plan. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending orcontracts, to the knowledge agreements, plans or arrangements covering any Business Personnel with "change of the Companycontrol" or similar provisions (each, threatened actionsa "CHANGE OF CONTROL ARRANGEMENT"). There is no contract, claimsagreement, suits plan or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Codearrangement covering Brite, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result in any payment becoming due to any directorBusiness Personnel, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, that individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in collectively could give rise to the payment of any “excess parachute payment” within amount that would not be deductible pursuant to the meaning terms of Section 280G of the Code. Neither Brite or any of its ERISA Affiliates has incurred any liability with respect to Business Personnel under the Worker Adjustment Retraining and Notification Act or any similar state law relating to employment termination in connection with a mass layoff, plant closing or similar event, and the transactions contemplated by this Agreement will not give rise to any such liability. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 3.10(a) of the Representing Party's Disclosure Schedule sets forth a true, correct and complete list of: (i) all “"employee benefit plans,” " as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), with respect to which the Company Representing Party has any obligation or liability, contingent or otherwise (the “"Benefit Plans”"); (ii) all current directorsemployees, officers consultants and employees independent contractors of the CompanyRepresenting Party; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and or indemnification agreements, and all bonus and or other incentive compensation, deferred compensation, salary continuation, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and or vacation agreements, policies and or arrangements under which the Company Representing Party has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company Representing Party (the “"Employee Arrangements”"). Benefit Plans and Employee Arrangements which cover current or former employees, consultants, contractors, officers, or directors (or their equivalent) of the Representing Party are separately identified, by the applicable country, on Section 3.10(a) of the Representing Party's Disclosure Schedule. (b) In respect of each Benefit Plan and Employee ArrangementArrangement of the Company, a complete and correct copy of each of the following documents (if applicable) has been made available to PurchaserNPI: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including including, schedules and attachments); (iv) the most recent Internal Revenue Service (“"IRS”") determination, opinion or notification letter; and (v) each written Employee Arrangementof the stock option grant agreements used to make grants under the Company Option Plans, and all amendments thereto; (vi) each written employment, consulting or individual severance or other compensation agreement, and all amendments thereto; and (vii) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report nos. 87, 106 and 112). (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer multi-employer plan described in Section 3(37) of ERISA, and the Company has no Representing Party does not have any obligation or liability (contingent or otherwise) in respect of any such plans. The Company is not a member of a group of trades or businesses under common control or treated as a single employer pursuant to Section 414 of the Code. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit PlanPlans. Any voluntary employee benefit association which provides benefits to current or former employees of the Representing Party, or their beneficiaries, is and has been qualified under Section 501(c)(9) of the Code. (e) All contributions and or other payments required to have been made by the Company Representing Party to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable Laws Laws. In particular, no individual who has performed services for the Representing Party has been improperly excluded from participation in all material respectsany Benefit Plan or Employee Arrangement. (g) There are no pending or, to the knowledge of the CompanyRepresenting Party's knowledge, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) ), and, to the knowledge of the CompanyRepresenting Party, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no Representing Party does not have any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors of the Representing Party except (i) as may be required under Part 6 of Title I of ERISAERISA at the sole expense of the participant or the participant's beneficiary, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employmentemployment with the Representing Party. (i) None of the assets of any Benefit Plan is equity stock of the CompanyRepresenting Party or any of its affiliates, or property leased to or jointly owned by the Representing Party or any of its affiliates. (j) Neither the execution and delivery of any of the Transaction Documents this Agreement nor the consummation of any of the Transactions transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former former, or retired) of the CompanyRepresenting Party, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as which may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is The Representing Party has delivered to the other a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete true and correct list of the following (if applicable) for each current employee, consultant and contractor of the CompanyRepresenting Party: base salary; , any bonus obligations; , immigration status; , hire date; , time-off balance; , an indication of the existence of a signed assignment of invention agreement for each employee and including effective date and term for the contract, pay rate, termination provisions, indication that they have not received W-2 statements from the Representing Party, indication that they have not received Representing Party employee benefits and indication of a signed assignment of invention agreement for each consultant and contractor. (l) To the knowledge of the Representing Party, all employees of the Representing Party who are not U.S. citizens but who are assigned to the U.S. operations of the Representing Party or otherwise travel, from time to time, to the United States on behalf of the Representing Party, possess all applicable passports, visas and other authorizations required by the Laws of the United States and have otherwise complied with all applicable immigration and similar Laws of the United States. (m) To the Representing Party's knowledge, all employees of the Representing Party assigned to work outside the United States possess all applicable passports, visas and other authorizations required by the Laws of the respective countries to which they are assigned.

Employee Plans. (a) Section 2.20 3.19 of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ) with respect to which the Company or any of its subsidiaries has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the CompanyCompany and its subsidiaries; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, unit option, equity unit purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company or any of its subsidiaries has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company or any of its subsidiaries (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to PurchaserHoldings: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and none of the Company or any of its subsidiaries has no any obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company or any of its subsidiaries to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable Laws in all material respectsLaws. (g) There are no pending or, to the knowledge Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The None of the Company or any of its subsidiaries has no any obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the CompanyCompany or any of its subsidiaries, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as which may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated herebyContemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (kj) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 20052007, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (lk) The Company has made available to Purchaser Holdings a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the CompanyCompany and its subsidiaries: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 2.18 of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iiiii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity stock award, stock option, equity stock purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaserthe Buyer: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service IRS with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respectsLaws. (g) There are no pending or, to the knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (jh) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated herebyContemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (ki) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or on the date such Benefit Plan or Employee Arrangement was established, whichever date is later, established through the date hereof. (lj) The Company has made available to Purchaser the Buyer a true, complete and correct list of the following (if applicable) for each current director, officer, employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate, as set forth in Section 2.18 of the Company Disclosure Schedule.

Employee Plans. (a) Section 2.20 2.16(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of: (i) all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, managers and officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, directormanager, employee, consultant or contractor of the Company (the “Employee Arrangements”), other than as previously provided to the Buyer in writing. (b) In If applicable, in respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaserthe Buyer: (i) the most recent plan and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the most recent Form 5500 (including schedules and attachments); and (iv) the most recent Internal Revenue Service (“IRS”) determination, opinion or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. The Company does not maintain any qualified retirement plans. (c) None of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISAIf applicable, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other all premium payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly mademade or accrued. (fd) The If applicable, the Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects; unless otherwise disclosed within Section 2.16(d) of the Company Disclosure Schedule. (ge) There Except as set forth on Section 2.16(e) of the Company Disclosure Schedule or otherwise previously disclosed in writing to the Buyer, there are no pending or, to the knowledge Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge Knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (hf) The Except as set forth on Section 2.16(f) of the Company Disclosure Schedule, the Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directorsmanagers, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (ig) None of the assets of any Benefit Plan is equity of the Company. (jh) Neither Except as set forth on Section 2.16(h) of the Company Disclosure Schedule, neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Contemplated Transactions contemplated hereby will (i) result in any payment becoming due to any directormanager, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated herebyContemplated Transactions), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (ki) Each Benefit Plan or Employee Arrangement that is a The Company has not entered into any non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, any employee or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereofservice provider. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.

Employee Plans. (a) Section 2.20 The Company Disclosure Schedule lists each of the Disclosure Schedule sets forth a truefollowing plans, correct contracts, policies and complete list of: (i) all “arrangements which is or, within six years prior to the date hereof, was sponsored, maintained or contributed to by, or otherwise binding upon the Company or, in the case of an "employee benefit plans,” plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to which an ERISA Affiliate for the Company has any obligation or liability, contingent or otherwise (the “Benefit Plans”); (ii) all current directors, officers and employees of the Company; and (iii) all employment, consulting, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect benefit of any current or former officer, director, employee, consultant director or contractor other personnel (including any such plan, contract, policy or arrangement approved or adopted before, but effective on or after, the date of this Agreement): (i) any "employee benefit plan," as such term is defined in Section 3(3) of ERISA, whether or not subject to the Company provisions of ERISA; (the “ii) any personnel policy; and (iii) any other employment, consulting, collective bargaining, stock option, stock bonus, stock purchase, phantom stock, employee stock ownership (including investment credit or payroll stock ownership), incentive, bonus, profit-sharing, thrift-sharing, deferred compensation, retirement, severance, vacation, dependent care, employee assistance, welfare, fringe benefit, medical, dental, sick leave, death benefit, golden parachute or other compensatory plan, contract, policy or arrangement which is not an employee benefit plan as defined in Section 3(3) of ERISA (each such plan, contract, policy and arrangement being herein referred to as an "Employee Arrangements”Plan"). (b) In With respect to each Employee Plan, the Company has delivered to the Purchasers true and complete copies of (i) each Benefit contract, plan document, policy statement, summary plan description and other written material governing or describing the Employee Plan and Employee Arrangementand/or any related funding arrangements (including, without limitation, any related trust agreement or insurance company contract) or, if there are no such written materials, a complete and correct copy of each summary description of the following documents Employee Plan; and (if ii), where applicable, (A) has been made available to Purchaser: the last two annual reports (i5500 series) filed with the IRS or the Department of Labor; (B) the most recent plan balance sheet and related trust documents, and all amendments theretofinancial statement; (iiC) the most recent summary plan description, actuarial report or valuation statement; and all related summaries of modifications thereto; (iiiD) the most recent Form 5500 (including schedules and attachments); (iv) determination letter issued by the most recent Internal Revenue Service (“IRS”) determination, as well as any other determination letter, private letter ruling, opinion letter or notification letter; prohibited transaction exemption issued by the IRS or the Department of Labor within the last six years and (v) each written Employee Arrangement, and all amendments theretoany application therefor which is currently pending. (c) None Each Employee Plan has been maintained and administered in all material respects in accordance with its terms and in compliance with the provisions of the Benefit Plans or Employee Arrangements is subject to Title IV of ERISAapplicable law, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISAincluding, without limitation, applicable disclosure, reporting, funding and the Company has no obligation or liability (contingent or otherwise) in respect of any such plans. (d) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of fiduciary requirements imposed by ERISA and/or the Code. All contributions, respectivelyinsurance premiums, have either received a favorable determination, opinion or notification letter from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions benefits and other payments required to be made to or under each Employee Plan have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms the governing documents and applicable Laws law and have been reflected on the Financial Statements in all material respects. accordance with GAAP. With respect to each Employee Plan, (gi) There are no application, proceeding or other matter is pending before the IRS, the Department of Labor, the PBGC or any other governmental agency; (ii) no action, suit, proceeding or claim (other than routine claims for benefits) is pending or, to the knowledge Knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement threatened; and (other than routine benefit claims by persons entitled to benefits thereunderiii) and, to the knowledge of the Company, there are no facts or circumstances exist which could reasonably be expected to form give rise to an action, suit, proceeding or claim which, if asserted, could result reasonably be expected to result in a material Liability or expense to the basis for any of Company or the foregoingplan assets. (hd) The Company has no obligation or liability (contingent or otherwise) With respect to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in each Employee Plan which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” an "employee benefit plan" within the meaning of Section 280G 3(3) of ERISA or which is a "plan" within the meaning of Section 4975(e) of the Code, there has occurred no non-exempt transaction which is prohibited by Section 406 of ERISA or which constitutes a "prohibited transaction" under Section 4975(c) of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (le) The Company has made available to Purchaser a true, complete and correct list Disclosure Schedule identifies each funded Employee Plan which is an employee pension plan within the meaning of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balance; and pay rate.Section 3(2)

Employee Plans. (aSection ‎3.20(a) Section 2.20 of the Company Disclosure Schedule sets forth Letter contains a truelist, correct and complete list of: as of the date of this Agreement, of all material Employee Plans. An “Employee Plan” is: (i) all “employee benefit plans,” (as defined in Section 3(3) of ERISA, whether or not subject to ERISA); and (ii) all other employment, bonus, stock or share option, stock or share purchase, stock or share unit, phantom stock or share, stock or share appreciation right, other equity-based benefit, profit sharing, savings, retirement, jubilee payment, 13th and 14th month bonus, disability, health, medical, retiree medical, hospitalization, life or other welfare benefit insurance, vacation, holiday pay, paid time off, incentive or deferred compensation, profit-sharing, severance, retention, change of control or other similar fringe, welfare or other employee benefit plans, programs, agreements, Contracts, policies or binding arrangements maintained, administered, contributed to or sponsored by the Employee Retirement Income Security Act Company or any of 1974its Subsidiaries for the benefit of any current or former employee, as amended (“ERISA”)individual consultant, officer or director of the Company or any of its Subsidiaries or any beneficiary or dependent thereof, or with respect to which the Company or any of its Subsidiaries has or reasonably could be expected to have any obligation or liability, contingent or otherwise otherwise, excluding, in each case, any “multiemployer plan” (as defined in Section 3(35) of ERISA) or any plan or arrangement sponsored, maintained, or administered by a Governmental Authority. With respect to each material Employee Plan, to the “Benefit Plans”); (ii) all current directorsextent applicable and, officers and employees with respect to each Employee Plan maintained outside of the Company; and (iii) all employmentUnited States, consultingto the extent reasonably available, termination, profit sharing, severance, change of control, individual compensation and indemnification agreements, and all bonus and other incentive compensation, deferred compensation, salary continuation, disability, severance, equity award, option, equity purchase, educational assistance, legal assistance, club membership, employee discount, employee loan, credit union and vacation agreements, policies and arrangements under which the Company has any obligation or liability (contingent or otherwise) in respect of any current or former officer, director, employee, consultant or contractor of the Company (the “Employee Arrangements”). (b) In respect of each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaser: Parent a copy of (iA) the most recent current plan documents (including any amendments) and related trust documents, and all amendments thereto; (ii) the most recent summary plan description, and all related summaries of modifications theretodescriptions; (iiiB) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements, in each case, as currently in effect; (C) the most recent Form 5500 (including schedules recently prepared actuarial report and attachments)financial statements in connection with each such Employee Plan; (ivD) the nondiscrimination testing report (or safe harbor notice) for the most recent Internal Revenue Service recently completed plan year; (“IRS”E) determination, opinion any notices to or notification letter; and (v) each written Employee Arrangement, and all amendments thereto. (c) None from the IRS or any office or representative of the Benefit Plans United States Department of Labor or Employee Arrangements is subject any similar Governmental Authority relating to Title IV of ERISA, constitutes a defined benefit retirement plan or is a multiemployer plan described in Section 3(37) of ERISA, and the Company has no obligation or liability (contingent or otherwise) any compliance issues in respect of any such plans. Employee Plan within the past year; (dF) The Benefit Plans and their related trusts intended to qualify under Sections 401 and 501(a) of the Code, respectively, have either received a favorable determination, most recent determination or opinion or notification advisory letter received from the Internal Revenue Service with respect to each such Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable U.S. Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan. (e) All contributions and other payments required to have been made by the Company to or under any Benefit Plan or Employee Arrangement by applicable Law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (f) The Benefit Plans and Employee Arrangements have been maintained and administered in accordance with their terms and applicable Laws in all material respects. (g) There are no pending or, to the knowledge of the Company, threatened actions, claims, suits or proceedings against or relating to any Benefit Plan or Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder) and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis for any of the foregoing. (h) The Company has no obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants or contractors except (i) as may be required under Part 6 of Title I of ERISA, (ii) a medical expense reimbursement account plan pursuant to Section 125 of the Code, or (iii) through the last day of the calendar month in which the participant terminates employment. (i) None of the assets of any Benefit Plan is equity of the Company. (j) Neither the execution and delivery of any of the Transaction Documents nor the consummation of any of the Transactions contemplated hereby will (i) result in any payment becoming due to any director, officer, employee, consultant or contractor (current, former or retired) of the Company, (ii) increase any benefits under any Benefit Plan or Employee Arrangement or (iii) result in the acceleration of the time of payment of, vesting of, or other rights in respect of any such benefits (except as may be required by the partial or full termination of any Benefit Plan intended to be qualified under Section 401 of the Code). No Benefit Plan or Employee Arrangement in effect immediately prior to the Closing Date would result, individually or in the aggregate (including as a result of this Agreement, any of the Transaction Documents or any of the Transactions contemplated hereby), in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (k) Each Benefit Plan or Employee Arrangement that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005, or the date such Benefit Plan or Employee Arrangement was established, whichever date is later, through the date hereof. (l) The Company has made available to Purchaser a true, complete and correct list of the following (if applicable) for each current employee, consultant and contractor of the Company: base salary; any bonus obligations; immigration status; hire date; time-off balanceIRS; and pay rate(G) the most recent annual reports on Form 5500 and all schedules and attachments thereto.