Common use of Employee Plans Clause in Contracts

Employee Plans. (a) Section 4.18(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 4.18(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this AgreementAs used herein, “Employee PlanCompany Group Plans” means each (i) collectively refers to all “employee benefit planplans” (as defined in within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA ERISA, and (ii) all other employmentbonus, bonusprofit sharing, compensation, pension, provident fund or retirement benefit, severance, savings, deferred compensation, fringe benefit, insurance, welfare, post-retirement health or welfare benefit, health, life, stock option, stock purchase or other equity-basedpurchase, benefitrestricted stock, incentive compensationphantom stock, profit sharingtuition refund, savingsservice award, retirement (including early retirement and supplemental retirement)company car, scholarship, relocation, disability, insuranceaccident, sick pay, sick leave, accrued leave, vacation, holiday, termination, unemployment, individual employment, consulting, executive compensation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, terminationcommission, retention, change in control, non-competition, or other benefit plans, agreements, policies, trust funds, or other arrangements (whether written or unwritten, insured or self-insured) established, maintained, sponsored, or contributed to (or with respect to which any obligation to contribute has been undertaken) by any member of control the Company Group on behalf of any employee, officer, director, or consultant of any member of the Company Group (whether current, former or retired) or any of their dependents, spouses, or beneficiaries or under which any member of the Company Group has or would reasonably be expected to incur any liability, contingent or otherwise. Schedule 5.18(a) sets forth an accurate and complete list of all material Company Group Plans. True and complete copies of each Company Group Plan (or written descriptions of all material terms of any unwritten Company Group Plan) have been made available to the Buyer prior to the date hereof. With respect to each Company Group Plan, the Seller Representative has also made available to the Buyer, as applicable: (i) a copy of each trust or other similar fringefunding arrangement, welfare (ii) each summary plan description and summary of material modifications, (iii) the two (2) most recently filed IRS Form 5500s, (iv) the most recently received IRS determination letter for each such Company Group Plan, and (v) the most recently prepared actuarial report and financial statements in connection with each such Company Group Plan. No member of the Company Group has any express or implied commitment (A) to create, incur liability with respect to or cause to exist any other employee benefit plan, programprogram or arrangement, agreement, contract, policy (B) to enter into any contract to provide compensation or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating benefits to any current individual or former employee (C) to modify, change or director of the Company, terminate any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Group Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) a modification, change or termination required by ERISA or the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentCode.

Employee Plans. (a) Section 4.18(a3.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA, and (ii) other material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments)consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writingwriting and whether or not covering a single individual or group of individuals) maintained sponsored, maintained, contributed to, or required to be contributed to for the benefit of or relating to any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability (including contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”). With respect to each Employee Plan, Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference referenced under clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment. (b) No Employee Plan is, and none of the Company, any of its Subsidiaries, any ERISA Affiliate, or any of their respective predecessor has contributed to, contributes to, has been required to contribute to, or has otherwise participated in or has any liability, direct or indirect, with respect to (1) a “defined benefit plan” (as defined in Section 414 of the Code), (2) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (3) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA), (4) a plan subject to Section 302 of ERISA, Section 412, 430 or 4971 of the Code or Title IV of ERISA, (5) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA) or (6) a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. No event has occurred and, to the Knowledge of the Company, no condition exists that would subject the Company or any of its Subsidiaries by reason of its affiliation with any current or former ERISA Affiliate to any material (i) Tax, penalty, fine, (ii) lien or (iii) other liability imposed by applicable Law, including ERISA and the Code. (c) Each Employee Plan has been established, maintained, operated and administered, in all material respects, in compliance with its terms and with all applicable Law, including the applicable provisions of ERISA and the Code. (d) Each Employee Plan that is subject to Section 409A of the Code has been operated and administered, in all material respects, in compliance with Section 409A of the Code. (e) There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) No Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA provides benefits to former employees of the Company or its ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Law. (h) Each Employee Plan that is intended to be “qualified” under Section 401 of the Code may rely on a prototype opinion letter or has received a favorable determination letter from the IRS (or there remains sufficient time for the Company to file an application for such determination letter from the IRS) and nothing has occurred since the date of the letter that could reasonably be expected to adversely affect the qualified status of such Employee Plan. (i) Except as could not, individually or in the aggregate, result in a material liability to the Company and its Subsidiaries, each International Employee Plan (1) that is intended to qualify for special tax treatment, has met all requirements for such tax treatment, (2) does not have unfunded liabilities or liabilities that could reasonably be imposed upon the assets of the Company or any Subsidiary by reason of such International Employee Plan, (3) is in compliance with all applicable Laws, and (4) if intended or required to be qualified, approved or registered with a Governmental Authority, is and has been so qualified, approved or registered and nothing has occurred that could reasonably be expected to result in the loss of such qualification, approval or registration, as applicable. (j) Except as could not result in a material liability to the Company and its Subsidiaries, all contributions, premiums and other material payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for. (k) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in connection with any termination of employment (whether voluntary, involuntary, with or without good reason, or with or without cause, as a result of disability, death, retirement, or otherwise) or any other employment-related event (1) result in any severance or payment or benefit becoming due or payable, or required to be provided, to any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, (2) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such current or former director, officer, employee or independent contractor, or (3) result in the acceleration of the time of payment, vesting or funding (through a grantor trust or otherwise) of any such benefit or compensation, or (4) limit or restrict the right of the Company or any Subsidiary to merge, amend or terminate any Employee Plan. (l) Except as required by applicable Law or the terms of any Employee Plans as in effect on the date hereof, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any material respect or establish any new Employee Plan or to continue or materially increase any benefits under any Employee Plan. (m) No amount paid or payable by the Company or any Subsidiary of the Company in connection with the transactions contemplated hereby will be an “excess parachute payment” within the meaning of Section 280G of the Code. No person is entitled to receive any additional payment (including any tax gross-up payment) from the Company or any of its Subsidiaries as a result of the imposition of additional taxes under Sections 409A or 4999 of the Code.

Employee Plans. (a) Section 4.18(a2.11(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “Schedule lists all "employee benefit plan” (plans," as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) all other employment, bonus, stock option, stock purchase employee benefit plans or other equity-basedbenefit arrangements, including executive compensation, directors' benefit, bonus or other incentive compensation, profit sharing, savings, retirement (including early retirement severance and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities compensation plans and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to practices which the Company or any of its Subsidiaries subsidiaries maintains, contributes to or has any current material Liability. With respect obligation to or liability for (each an "Employee Benefit Plan" and collectively, the "Employee Benefit Plans"). (b) True, correct and complete copies or descriptions of each Employee PlanBenefit Plan (and, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for where applicable, the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”)most recent summary plan description, to the extent applicable the Company has actuarial report, determination letter, most recent Form 5500 and trust agreement) have been delivered or made available to Parent complete and accurate copies for review prior to the date hereof. (c) As of the date hereof, except as disclosed on Section 2.11(c) of the Company Disclosure Schedule, (Ai) all material payments required to be made by or under any Employee Benefit Plan or any related trusts have been made; (ii) the most recent annual report on Form 5500 Company and its subsidiaries have performed all material obligations required to be performed by them under any Employee Benefit Plan; (iii) the Employee Benefit Plans, have been filed administered in material compliance with their terms and the IRS for each Employee Planrequirements of ERISA, including all schedules theretothe Code and other applicable laws; (Biv) there are no material actions, suits, arbitrations or claims (other than routine claims for benefit) pending or threatened with respect to any Employee Benefit Plan; and (v) the most recent determination letter, if any, from Company and its subsidiaries have no material liability as a result of any "prohibited transaction" (as defined in Section 406 of ERISA and Section 4975 of the IRS Code) for any excise tax or civil penalty. (d) Except as disclosed on Section 2.11(d) of the Company Disclosure, none of the Employee Plan that Benefit Plans is subject to Title IV of ERISA. (e) Except as set forth on Section 2.11(e) of the Company Disclosure Schedule, the Company and its subsidiaries have not incurred any unsatisfied withdrawal liability with respect to any Multiemployer Plan. (f) Except as set forth on Section 2.11(f) of the Company Disclosure Schedule, each of the Employee Benefit Plans which is intended to qualify under be "qualified" within the meaning of Section 401(a) of the Code; (C) Code has been determined by the current plan documents Internal Revenue Service to be so "qualified" and summary plan descriptions, or a written description the Company knows of no fact which would adversely affect the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect qualified status of any such Employee Benefit Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent . (xg) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (BExcept as set forth on Section 2.11(g) of the prior sentence issued by a Governmental Authority relating Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any material payment becoming due, or materially increase the amount of compensation due, to any current or former employee of the satisfaction Company or any of Law necessary to obtain its subsidiaries; (ii) materially increase any benefits otherwise payable under any Employee Benefit Plan; or (iii) result in the most favorable tax treatmentacceleration of the time of payment or vesting of any such material benefits.

Employee Plans. (a) Section 4.18(a3.12(a) of the Company Disclosure Letter sets forth a complete and accurate list lists, as of each material Employee Plan. For purposes the date of this Agreement, “each Business Employee Benefit Plan (other than any equity-based compensation, defined benefit pension or retiree medical benefit plan) in which any Employee of the Business is entitled to participate or to which any Employee of the Business is a party. (b) With respect to each Business Employee Benefit Plan listed on Section 3.12(a) of the Disclosure Letter, true and complete copies of all plan documents (including all amendments and modifications thereof) or a summary of material terms thereof have been made available in the Data Room as of the date of this Agreement. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, each Business Employee Benefit Plan with respect to which Buyer (or any of its Affiliates) is assuming liability pursuant to applicable Law (and each related trust, insurance contract or fund) has been maintained, contributed to, funded, operated and administered in accordance with the terms of such Business Employee Benefit Plan and in accordance with applicable Law. (d) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, with respect to each Business Employee Benefit Plan” means each , (i) “employee benefit plan” (as defined if required to be registered or approved by a Governmental Entity or otherwise pursuant to applicable Law, such Business Employee Benefit Plan has been so registered or approved and has been maintained in Section 3(3) of ERISA)good standing with applicable Governmental Entities, whether or not subject to ERISA and (ii) other employmentif intended to qualify for special Tax treatment, bonussuch Business Employee Benefit Plan meets all requirements for such treatment. (e) Neither the execution or the delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (i) subject to Buyer’s compliance with its obligation to make offers in accordance with Section 8.01(c), stock optionresult in any severance or material increase in severance pay upon any termination of employment after the date of this Agreement, stock purchase (ii) result in any material payment or other equity-basedbenefit becoming due or payable, benefitor required to be provided, incentive compensationto any Employee of the Business, profit sharing(iii) materially increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any Employee of the Business, savings(iv) result in the acceleration of the time of payment, retirement vesting or funding of any such benefit or compensation or (v) result in any new material obligation pursuant to any of the Business Employee Benefit Plans, except, in each case, for (A) arrangements that will not result in any liability under this Agreement or otherwise to Buyer or its Affiliates (including early retirement any arrangements that will be paid solely by Seller and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement will not affect Buyer) and (B) arrangements relating to the exercise by an Employee of the Business of any rights under applicable Law (including termination indemnities and seniority payments), severance, termination, retention, change any right to object to a mandatory transfer of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed employment to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company Buyer or any of its Subsidiaries under Section 414 Affiliates and any right to reject an offer of the Code (an “ERISA Affiliate”), or with respect to which the Company employment from Buyer or any of its Subsidiaries Affiliates). (f) Neither Seller nor any of its Affiliates has any current material Liability. With respect obligation to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens contribute to (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such the Business), or any outstanding withdrawal liability with respect to, any multiemployer plan (y) the plan documents or a written description of the terms of any International Employee Plan that as such term is not defined in writing and (z) any document comparable to the determination letter reference under clause (BSection 3(37) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentERISA.

Employee Plans. (a) Section 4.18(a) 4.11 of the Company Disclosure Letter sets forth a complete and accurate list of Schedules lists each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit 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 ERISA, and (ii) each other material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, change in control, incentive, retention, change of control and deferred compensation, bonus or performance awards, stock option or other similar fringeequity-related, welfare fringe benefits, vacation, sick pay, health, disability or life insurance benefit, perquisites or other employee benefit benefit, remuneration or other compensatory plan, program, agreementpolicy, contract, policy agreement or binding arrangement that (whether or not in writingi) is maintained or contributed to for by the benefit Company or any ERISA Affiliate, or with respect to which the Company or any of or relating its ERISA Affiliates is obligated to contribute and (ii) either (A) covers any current or former employee, director or consultant, or any beneficiary or dependent of any of the foregoing or (B) with respect to which the Company or any Subsidiary thereof could reasonably be expected to have any liability (collectively, the “Employee Plans”). The Company has made available to Parent, with respect to each Employee Plan, to the extent applicable, a copy of the plan, related trust agreements or other funding arrangements or other related material contracts, summary plan descriptions, summaries of material modifications, material governmental filings and correspondence, including without limitation the annual report on Form 5500 for the two most recent plan years, the IRS favorable determination or opinion letter, actuarial reports or valuations and all amendments to all of the foregoing. (b) No Employee Plan is subject to either Section 412 of the Internal Revenue Code of 1986, as amended (the “Code”) or Title IV of ERISA and, since December 1, 2001, neither the Company nor any ERISA Affiliate has sponsored, maintained or contributed to, or had any obligation to sponsor, maintain or contribute to, any employee benefit plan subject to Title IV of ERISA. No Employee Plan is a “multiemployer plan” as that term is defined in Section 3(37) of ERISA and neither the Company nor any ERISA Affiliate has contributed to or director been obligated to contribute to a multiemployer plan. No Employee Plan covers solely or primarily employees of the Company or any entity that, together with the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”) who reside permanently outside the United States. (c) The Employee Plans are and have been administered and operated in all material respects in compliance with their terms and are and have been in compliance in all material respects with the applicable requirements of ERISA, the Code, and other applicable Laws. Each Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and no event has occurred since the date of the most recent determination or opinion letter relating to any such Employee Plan that would reasonably be expected to result in a revocation of the qualification of such Employee Plan. (d) There are no pending or, to the knowledge of the Company, threatened claims, governmental audits or investigations with respect to any Employee Plans, other than routine claims for benefits. All contributions, premium and benefit payments required to be made under or in connection with each Employee Plan through the date hereof have been timely made or properly accrued, except for those failures that would not reasonably be expected to have a material liability on the Company. (e) Except as contemplated by this Agreement, there are no agreements or arrangements pursuant to which, as a result of the consummation of the transactions contemplated by this Agreement (whether alone or in combination with a termination of employment or other event), any current or former director, officer or employee of the Company would be entitled to receive any bonus, retirement, severance, change in control, retention or similar benefit (including acceleration of vesting, exercise or timing of payment of an incentive award or any other form of compensation). (f) No amounts payable under any of the Employee Plans or any other contract, agreement or arrangement with respect to which the Company or any of its Subsidiaries has may have any current material Liability. With respect liability could fail to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily be deductible for the benefit federal income tax purposes by virtue of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a280G or 162(m) of the Code; . (Cg) To the current plan documents and summary plan descriptions, or a written description knowledge of the terms of any material Employee Plan that is not in writing; (D) any related trust agreementsCompany, insurance contracts, insurance policies no compensation paid or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed paid under any Employee Plan is or will be subject to additional tax under Section 409A(1)(B) of the Code. Since July 1, 2000, all equity compensation awards issued by the Company have been made, reported and disclosed in accordance with applicable law, accounting rules and stock exchange requirements. (h) Neither the Company nor any Governmental Authority of its ERISA Affiliates has used services or workers provided by third party contract labor suppliers, temporary employees, leased employees, or individuals who have provided services as independent contractors to an extent that would reasonably be expected to result in the disqualification of any Employee Plan or the imposition of penalties or excise taxes with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) by the IRS, the Department of Labor or any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a other Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentAuthority.

Employee Plans. (a) Section 4.18(a3.18(a)(i) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each material Employee Plan. For purposes the date of this Agreement, “of all material Employee Plan” means each (i) “employee benefit plan” (as defined in Plans, and Section 3(33.18(a)(ii) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company Disclosure Letter separately sets forth each Contract or any of its Subsidiaries under Section 414 of the Code Employee Plan providing for severance payments (an “ERISA Affiliate”), or with respect other than those pursuant to which the Company or any of its Subsidiaries has any current material Liabilityseverance is required by applicable Law). With respect to each Employee Plan, other than an material Employee Plan that providing benefits to employees whose principal work location is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”)United States, to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (Ai) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (Div) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (Ev) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee PlanPlan during the past three years. 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 or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent (xA) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing plan; and (zC) any document comparable to the determination letter reference under referenced pursuant to clause (Bii) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 4.18(a3.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA, and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments)consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writingwriting and whether or not covering a single individual or group of individuals) maintained sponsored, maintained, contributed to or required to be contributed to for the benefit of or relating to any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an a “Company ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries currently has or could have any current material Liabilityliability (including contingent liability), other than governmentally administered plans and plans mandated by applicable Law (together the “Company Employee Plans”). With respect to each Company Employee Plan, Plan other than an a Company Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (together, the “Company International Employee Plans”), to the extent applicable the Company has made available Made Available to Parent complete and accurate copies of of: (A) the three (3) most recent recently filed annual report reports on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Company Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices or other communications to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan. With respect to each material Company International Employee Plan, to the extent applicable, the Company has made available Made Available to Parent complete and accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference referenced under clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment. (b) No Company Employee Plan is (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) or (iii) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA, and neither the Company nor any Subsidiary has ever incurred any liability with respect to a multiemployer plan, multiple employer plan or other employee benefit plan subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. (c) Except as would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, each Company Employee Plan has been established, maintained, operated and administered in compliance with its terms and with all applicable Law, including the applicable provisions of ERISA and the Code. (d) (i) Each Company Employee Plan that is subject to Section 409A of the Code has been operated and administered in material compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder so as to avoid any Tax, interest or penalty thereunder; (ii) the document or documents that evidence each such plan or arrangement have conformed to the provisions of Section 409A of the Code and the final regulations under Section 409A of the Code since December 31, 2008; and (iii) any Company Employee Plan in existence prior to January 1, 2005, and not subject to Section 409A of the Code has not been “materially modified” (within the meaning of IRS Notice 2005 1) at any time after October 3, 2004. No Person is entitled to receive any additional payment (including any Tax gross-up payment) from the Company or any of its Subsidiaries as a result of the imposition of additional Taxes under Section 409A of the Code. (e) As of the date hereof, there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Company Employee Plan, the assets of any trust under any Company Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Company Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Company Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Company Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) No Company Employee Plan provides health, medical or other welfare benefits to former employees of the Company or its Company ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Law. (h) Each Company Employee Plan that is intended to be “qualified” under Section 401 of the Code has received a favorable determination letter or prototype opinion letter from the IRS as to its qualifications and, to the Knowledge of the Company, no fact or event has occurred since the date of such determination letter or prototype opinion letter that would reasonably be expected to adversely affect the qualified status of any such Company Employee Plan. (i) Each Company International Employee Plan (A) that is intended to qualify for special tax treatment has, to the Knowledge of the Company, met all requirements for such tax treatment, (B) does not have material unfunded liabilities or liabilities that could reasonably be imposed upon the assets of the Company or any Subsidiary by reason of such Company International Employee Plan, (C) is in material compliance with all applicable Laws, and (D) if intended or required to be qualified, approved or registered with a Governmental Authority, is and has been to the Knowledge of the Company so qualified, approved or registered and nothing has occurred that could reasonably be expected to result in the loss of such qualification, approval or registration, as applicable. (j) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in connection with any other event (A) result in any severance or payment or benefit becoming due or payable, or required to be provided, to any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, (B) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such current or former director, officer, employee or independent contractor, or (C) result in the acceleration of the time of payment, vesting or funding (through a grantor trust or otherwise) of any such benefit or compensation, or (D) limit or restrict the right of the Company or any Subsidiary of the Company to merge, amend or terminate any Company Employee Plan. (k) Except as would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, all contributions, premiums and other payments required to be made with respect to any Company Employee Plan have been timely made, accrued or reserved for. (l) Except as required by applicable Law or the terms of any Company Employee Plans as in effect on the date hereof, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any material respect or establish any new Company Employee Plan or to continue or materially increase any benefits under any Company Employee Plan. (m) No amount paid or payable by the Company or any Subsidiary of the Company in connection with the Merger or any of the transactions contemplated hereby (either alone or in combination with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. No Person is entitled to receive any additional payment (including any Tax gross-up payment) from the Company or any of its Subsidiaries as a result of the imposition of additional Taxes under Section 4999 of the Code.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of each all material Employee PlanPlans. For purposes of this Agreement, the term “Employee PlanPlans” means each (i) all “employee benefit planplans” (as defined in within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA; and (ii) all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control control, employee loan, and other similar fringe, welfare or other compensation or employee benefit planplans, programprograms, agreementagreements, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writingwriting)(A) that are sponsored, maintained or contributed to (or required to be contributed to) for the benefit of or relating to any current or former employee employee, director or director independent contractor of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under pursuant to Section 414 of the Code (an “ERISA Affiliate”), ; or (B) with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise. With respect to each Employee Plan, Plan set forth on Section 3.18(a) of the Company Disclosure Letter other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (Aor, to the extent no such copy exists, an accurate description thereof, to the extent applicable) (1) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules theretothereto and any audited financial statements and actuarial valuation reports; (B2) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the CodeCode or, if such Employee Plan is a prototype plan, the opinion or notification letter which covers each such Employee Plan, if applicable; (C3) the current plan documents documents, including all amendments thereto, and summary plan descriptions, or a written description descriptions and summaries of the terms of any material Employee Plan that is not in writingmodifications; (D4) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E5) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction or covers any employee residing or working outside the United States (each, an “International Employee Plan”), to the extent applicable, the Company has made available to Parent true, correct and complete copies of (xa) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (zb) any document comparable to the determination letter reference under referenced pursuant to clause (B2) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment, (c) the plan documents, including all amendments thereto, and any legally required summaries thereof; (d) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (e) any notices to or from any Governmental Authority relating to any material compliance issues in respect of any such International Employee Plan.

Employee Plans. (ai) Section 4.18(a3.1(gg)(i) of the Company Disclosure Letter sets forth a complete lists and accurate list of each describes all material Employee PlanPlans. For purposes The Purchased Companies have furnished to the Purchaser true, correct and complete copies of such Employee Plans, most recent summary plan descriptions, the most recent actuarial reports, most recent financial statements and asset statements, all material IRS determination or opinion letters (if applicable), and all material correspondence with any Governmental Entities or other relevant Persons (including in respect of any pending action, investigation, examination or claim relating to any Purchased Company) within the past three years. No changes or events have occurred or are reasonably expected to occur which would adversely affect the information contained in the actuarial reports, financial statements or asset statements required to be provided to the Purchaser pursuant to this Agreementprovision. (ii) The Purchased Companies do not maintain, “sponsor, or contribute to, are not required to contribute to, and do not have any liabilities under or with respect to, and no Employee Plan” means each Plan is: (i) a Multiemployer Plan, (ii) a “employee defined benefit plan” (as such term is defined in Section 3(33(35) of ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code, (iii) a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (iv) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA). Except as set forth on Section 3.1(gg)(ii) of the Disclosure Letter, whether or the Purchased Companies do not subject have and no Employee Plan provides any liabilities with respect to ERISA and (ii) other employment, bonus, stock option, stock purchase the provision of health or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare benefits to former employees or other employee benefit planterminated service providers of any of the Purchased Companies or any other Person other than health continuation coverage pursuant to COBRA for which the recipient pays the full premium cost. The Purchased Companies have complied in all material respects, programand are in material compliance with, agreementthe requirements of COBRA. (iii) All Employee Plans have been established, contractadministered and operated, policy or binding arrangement (whether or not in writing) maintained or contributed to for all material respects, in accordance with all Laws. To the benefit knowledge of or relating to any current or former employee or director of the Sellers, neither the Company, nor any of its Subsidiaries agents or delegates, has breached any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or fiduciary obligation with respect to which the Company administration or investment of any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any . Each Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code; (C) Code has received a favorable determination letter from the current plan documents and summary plan descriptionsInternal Revenue Service or is a pre-approved plan, or the sponsor of which was received a written description favorable opinion letter from the Internal Revenue Service on the form of the terms of any material such Employee Plan that such form of plan is not in writing; (D) any related trust agreementsso qualified and, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative knowledge of the DOL Sellers, there are no facts or any similar Governmental Authority relating circumstances that are reasonably expected to any compliance issues in respect adversely affect the qualification of any such Employee Plan. With No Proceeding with respect to any Employee Plan (other than routine claims for benefits) is pending or, to the knowledge of the Sellers, threatened. (iv) Each Purchased Company with an Employee Plan has made all contributions and paid all premiums in respect of each material International Employee Plan in a timely fashion in accordance with the terms of each Employee Plan and applicable Laws. Each such Purchased Company has paid all contributions and premiums required to be made for the period up to the Closing Date or has properly accrued such amounts in the Books and Records. (v) None of the Employee Plans provide for retiree benefits or for benefits to retired employees or to the beneficiaries or dependents of retired employees except as may be required by COBRA or other applicable state Laws. (vi) Subject to the requirements of applicable Laws, no provision of any Employee Plan or of any agreement, and no act or omission of any Purchased Company, in any way limits, impairs, modifies or otherwise affects the right of such Purchased Company to unilaterally amend or terminate any Employee Plan, and no commitments to improve or otherwise amend any Employee Plan have been made. (vii) Except as set forth on Section 3.1(gg)(vii) of the extent applicableDisclosure Letter, the execution and delivery of, and performance by the Seller of, this Agreement and the consummation of the transactions contemplated by it will not (i) accelerate the time of payment or vesting under any Employee Plan, other than as required by Laws in connection with the termination of such Employee Plans as contemplated by this Agreement and the consummation of the transactions contemplated hereunder, (ii) result in an obligation to fund (through a trust or otherwise) any compensation or benefits under any Employee Plan, (iii) increase any amount payable under any Employee Plan or (iv) result in the acceleration of any other material obligation pursuant to any Employee Plan. (viii) Only current or former employees, directors or consultants (or any spouses, dependents, survivors or beneficiaries of any such current or former employees, directors or consultants) of a Purchased Company are entitled to participate in the Employee Plans and no entity other than such Purchased Company is a participating employer under any Employee Plan. (ix) None of the Purchased Companies is party to any agreement, contract, arrangement or plan that has made available resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local or non-U.S. Tax law) in connection with the Agreement. None of the Purchased Companies has any obligation to Parent (x) the most recent annual report gross-up, indemnify or similar compliance documents required to be filed with otherwise reimburse any Governmental Authority individual with respect to such plan (y) the plan documents any Taxes, including those imposed under Sections 4999 or a written description 409A of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentCode.

Employee Plans. (a) Section 4.18(a5.17(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each the date of this Agreement, of all material Employee PlanPlans. For purposes of this Agreement, “Employee Plan” means each shall mean (collectively) (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA; and (ii) all other employment, individual natural person consultant or other service, bonus, stock option, stock purchase or other equity-based, post-employment or retiree welfare benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentivelife insurance, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, leave, salary continuation, retention, change of in control and other similar compensation, fringe, medical, welfare or other employee benefit planor compensation plans, programprograms, agreementagreements, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing), (x) in each case that are sponsored, maintained or contributed to for the benefit of (or relating required to be contributed to) by any current or former employee or director member of the CompanyCompany Group; or (y) otherwise, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company Group has or any of its Subsidiaries has would reasonably be expected to have any current material Liabilityor contingent obligation or liability. With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan5500, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan and trust documents (and all amendments thereto) and the most recent summary plan descriptions, or a written description descriptions (and all summaries of the terms of any material Employee Plan that is not in writingmodifications); and (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each all material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed non-routine correspondence with any Governmental Authority with respect to such plan dated within the past three (y3) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentyears.

Employee Plans. (a) Section 4.18(a3.10(a) of the Company Disclosure Letter sets forth a complete and accurate list of each all Company Employee Benefit Plans. There are no Company Employee Benefit Plans established, maintained, adopted, participated in, sponsored, contributed or required to be contributed to, provided, promised to provide, terminated by, or resulting in any material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject liability to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Company Subsidiary other than the Company Employee Benefit Plans set forth on Section 414 3.10(a) of the Code Company Disclosure Letter. (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. b) With respect to each Company Employee Benefit Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent Buyer a true, correct and complete copy of: (xi) each writing constituting a part of such Company Employee Benefit Plan (including, but not limited to, the plan document(s), adoption agreement, prototype or volume submitter documents, trust agreement, annuity contract, third party administrative contracts, and insurance contracts) and all amendments thereto; (ii) the three most recent Annual Reports (Form 5500 Series) including all applicable schedules, if required; (iii) the current summary plan description and any material modifications thereto, if required to be furnished under ERISA, or any written summary provided to participants with respect to any plan for which no summary plan description exists; (iv) the most recent annual report determination letter (or similar compliance documents if applicable, advisory or opinion letter) from the Internal Revenue Service, if any, or if an application for a determination letter is pending, the application with all attachments; and (v) all notices given to such Company Employee Benefit Plan, the Company, or any Company Subsidiary by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other governmental agency relating to such Company Employee Benefit Plan. (c) Each Company Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a), 401(f), or 403(a) of the Code and, to the extent applicable, Section 401(k) of the Code (“Qualified Company Employee Benefit Plan”), has received a favorable determination letter or opinion from the Internal Revenue Service that has not been revoked and on which the Company is currently entitled to rely, and no event has occurred and no condition exists that would reasonably be expected to adversely affect the qualified status of any such Company Employee Benefit Plan. The trusts established under the Qualified Company Employee Benefit Plans are exempt from Tax under Section 501(a) of the Code. All assets of any Company Employee Benefit Plan consist of cash, actively traded securities or other assets reasonably acceptable to Buyer. (d) The Company has (i) filed or caused to be filed all returns and reports on the Company Employee Benefit Plans that it or any such plan are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person or entity relative to any Company Employee Benefit Plan. The Company has collected or withheld all amounts that are required to be filed collected or withheld by it to discharge its obligations, and all of those amounts have been paid to the appropriate governmental authority or set aside in appropriate accounts for future payment when due. (e) No Company Employee Welfare Benefit Plan is funded. (f) Each Company Employee Benefit Plan has been operated and administered in all material respects in accordance with its terms. All contributions required to be made to any Governmental Authority Company Employee Benefit Plan (or to any person pursuant to the terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Company Registration Statement which is publicly available prior to the date of this Agreement. All such contributions representing participant contributions have been made within the time required by Department of Labor regulation section 2510.3-102 or have been corrected in accordance with the Department of Labor’s Voluntary Fiduciary Correction Program. (g) The Company and the Company Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all laws and regulations applicable to the Company Employee Benefit Plans. Neither the Company nor any Company Subsidiary has engaged in any prohibited transaction, within the meaning of Section 4975 of the Code or Section 406 of ERISA, as a fiduciary or party in interest with respect to such plan any Company Employee Benefit Plan, and, to the knowledge of the Company or any Company Subsidiary, (x) no prohibited transaction has occurred with respect to any Company Employee Benefit Plan and (y) no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the plan documents administration or investment of assets of any Company Employee Benefit Plan. (h) Neither the Company nor any entity with which the Company is considered a written description single employer under Section 414(b), (c) or (m) of the terms of Code has ever established, maintained, contributed to, or had an obligation to contribute to, any International Company Employee Benefit Plan that is not a “multiemployer plan,” as that term is defined in writing and Section 3(37) of ERISA, a multiple employer plan (z) any document comparable to within the determination letter reference under clause (Bmeaning of Section 413(c) of the prior sentence issued by Code) or a Governmental Authority relating multiple employer welfare arrangement (as defined in Section 3(40) of ERISA) or is subject to Title IV of ERISA or Section 412 of the Code. (i) The Company and the Company Subsidiaries have not offered to provide life, health or medical benefits or insurance coverage to any individual, or to the satisfaction family members of Law necessary any individual, for any period extending beyond the termination of the individual’s employment, except to obtain the most favorable tax treatmentextent required by the COBRA provisions in ERISA and the Code or any similar provisions of state law. (j) Except as described in Section 3.10(j) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not, either alone or in connection with termination of employment, (i) entitle any current or former employee, independent contractor, director, or officer of the Company or the Company Subsidiaries to severance pay, any change in control payment or any other material payment, except as expressly provided in this Agreement, (ii) accelerate the time of payment or vesting, change the form or method of payment, or increase the amount of compensation due, any such employee, independent contractor, director, or officer or (iii) entitle any such employee, independent contractor, director or officer to any gross-up or similar material payment in respect of the Tax described in Section 4999 of the Code. Neither the Company nor any Company Subsidiary has taken any action that would result in its incurring any obligation for any payments or benefits described in subsections (i), (ii) or (iii) of this Section 3.10(j) (without regard to whether the transactions contemplated by this Agreement are consummated), except to the extent required in a written plan, contract or agreement in existence as of the date of this Agreement. (k) There are no suits, actions, proceedings, investigations, claims or orders pending or, to the knowledge of the Company, threatened against the Company, any Company Subsidiary or any Company Employee Benefit Plan related to any Company Employee Benefit Plan (other than claims in the ordinary course of business). No Company Employee Benefit Plan is subject to any ongoing audit, investigation, or other administrative proceeding of any governmental entity, and no Company Employee Benefit Plan is the subject of any pending application for administrative relief under any voluntary compliance program or closing agreement program of the Internal Revenue Service or the Department of Labor. (l) The Company has the right to amend or terminate each Company Employee Benefit Plan at any time without incurring any liability other than with respect to benefits that have already accrued under a Company Employee Pension Benefit Plan. (m) Neither the Company nor any Company Subsidiary has a formal plan, commitment, or proposal, whether legally binding or not, nor has any of them made a commitment to employees, officers, directors, consultants or independent contractors to create any additional Company Employee Benefit Plan or modify, change or terminate any existing Company Employee Benefit Plan, and no such plan, commitment or proposal is under serious consideration. No events have occurred or are expected to occur with respect to any Company Employee Benefit Plan that would cause a material change in the cost of providing the benefits under such plan or would cause a material change in the cost of providing for other liabilities of such plan. (n) For purposes of this Section 3.10, any reference to the Company shall include Dynamic Offshore Holding GP, LLC.

Employee Plans. (a) Section 4.18(aSchedule 3.19(a) of the Company Disclosure Letter sets forth a correct and complete and accurate list of each material Employee Company Benefit Plan. For purposes . (b) With respect to each Company Benefit Plan, the Company has made available to Parent, to the extent applicable, correct and complete copies of this Agreement, “Employee Plan” means each (i) “employee benefit plan” the Company Benefit Plan document, including, for the avoidance of doubt, any amendments or supplements thereto, and all related trust documents, insurance Contracts or other funding vehicle documents (as defined in Section 3(3) of ERISAor where no such copies are available, a written description thereof), whether or not subject to ERISA and (ii) other employmentthe most recently prepared actuarial report and (iii) all material correspondence to or from any Governmental Entity received in the last three (3) years with respect thereto (or where no such copies are available, bonusa written description thereof). (c) Each Benefit Plan (including any related trusts) has been established, stock optionoperated and administered in compliance in all respects with its terms and applicable laws, stock purchase including ERISA and the Code, and all contributions or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change amounts payable by the applicable sponsor of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not such Benefit Plan with respect thereto in writing) maintained or contributed to for respect of the benefit of or relating to any current or former employee prior plan year have been paid or director accrued in accordance with GAAP, except, in each case, as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (d) There are no Proceedings (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened in writing by a Governmental Entity, on behalf of or against any Benefit Plan or any trust related thereto, except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (e) With respect to each Benefit Plan that is an ERISA Plan, the Company has made available to Parent, to the extent applicable, correct and complete copies of (i) the most recent summary plan description together with any summaries of all material modifications and supplements thereto, (ii) the most recent IRS determination or opinion letter and (iii) the two most recent annual reports on Form 5500 and, for the avoidance of doubt, all schedules and financial statements attached thereto. (f) Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect each Benefit Plan that is an ERISA Plan and that is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified, and to the Knowledge of the Company, nothing has occurred that would adversely affect the qualification or Tax exemption of any such Benefit Plan that is an ERISA Plan. With respect to each Benefit Plan that is an ERISA Plan, neither the Company nor any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as has engaged in a single employer transaction in connection with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code, except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (g) Neither the Company nor any of its ERISA Affiliates contributes to or has any current material Liability. With obligation with respect to each Employee Plan, other than an Employee a Benefit Plan that is maintained subject to Section 412 of the Code or Section 302 or Title IV of ERISA. (h) Neither the Company nor any of its ERISA Affiliates maintains, participates in or contributes to, or has any nonoutstanding obligation under any Multiemployer Plan. (i) Neither the Company nor any of its respective ERISA Affiliates has any liability with respect to a (i) plan which is subject to Section 412 of the Code or Section 302 or Title IV of ERISA, or (ii) Multiemployer Plan, except, in each case, as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (j) No Benefit Plan is a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). (k) Except as set forth on Schedule 3.19(k) or as required by applicable law, no Company Benefit Plan provides retiree or post-U.S. jurisdiction primarily employment medical, disability, life insurance or other welfare benefits to any Person (excluding any individual employment, separation or termination agreements or arrangements under which the Company subsidizes any benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”any Person), to the extent applicable and the Company has made available no existing material obligation to Parent complete provide any such benefits to any employees of the Company. (l) None of the execution and accurate copies delivery of or the performance under this Agreement or the consummation of the transactions contemplated by this Agreement could reasonably be expected to, either alone or in combination with another event, (Ai) entitle any Company Employee to material severance pay or any material increase in severance pay under any Benefit Plan, (ii) accelerate the most recent annual report time of or vesting of any payment under any Benefit Plan, or materially increase the amount of compensation due to any Company Employee under any Benefit Plan, or (iii) limit or restrict the right to merge, terminate, materially amend, supplement or otherwise materially modify or transfer the assets of any Company Benefit Plan on Form 5500 required or following the Effective Time. (m) The Company does not have any obligation to provide, and no Benefit Plan or other agreement or arrangement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (n) Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, all Benefit Plans subject to the laws of any jurisdiction outside of the United States (each, an “International Plan”) (x) have been filed maintained in accordance with the IRS for each Employee Planall applicable requirements, including all schedules thereto; (By) the most recent determination letter, if any, from the IRS for any Employee Plan that is are intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptionsfor special Tax treatment, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreementsmeet all requirements for such treatment, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. (o) Except as would not, individually or in the determination letter reference under clause aggregate, reasonably be likely to have a Company Material Adverse Effect, (Bi) of the prior sentence issued by a Governmental Authority Pension Scheme is in compliance, and has been operated in accordance with, all applicable laws and regulations relating to the satisfaction Pension Scheme, including, without limitation, any applicable provisions of Law necessary the Pensions Xxx 0000, (ii) the Pension Scheme is a registered pension scheme within the meaning of s.150(2) Finance Xxx 0000 and, to obtain the most favorable tax treatmentKnowledge of the Company, there is no reason why Her Majesty’s Revenue and Customs would reasonably be expected to withdraw such registration, (iii) all contributions and expenses in respect of the Pension Scheme have been paid on the due dates and at the rates in accordance with the terms of the Pension Scheme and in the schedule of contributions currently applicable to the Pension Scheme, (iv) no contributions are payable in arrears, and there is no outstanding or contingent liability which may be attributable to the Company or its Subsidiaries to meet any expenses in respect of the Pension Scheme which have already been incurred, other than expenses in the ordinary course of administration of the Pension Scheme, (v) no notifiable event for the purposes of s.69 Pensions Xxx 0000 has occurred in relation to the Pension Scheme which has not been duly notified to the applicable Governmental Entity or which has fallen within directions issued by the applicable Governmental Entity under s.69(1) Pensions Xxx 0000, and (vi) no event has taken place which has resulted or will or may result in the commencement of the winding up of the Pension Scheme (or any part of it).

Employee Plans. (a) Section 4.18(a3.10(a) of the Company Venus Disclosure Letter sets forth contains a correct and complete and accurate list list, as of each material Employee Plan. For purposes the date of this Agreement, “Employee of each material Venus Benefit Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), Notwithstanding anything to the extent applicable contrary in this Agreement, disclosures made in the Company Venus SEC Documents prior to the date of this Agreement shall not constitute exceptions to the representations in this Section 3.10. (b) Venus has made available to Parent Comet with respect to each material Venus Benefit Plan a true and complete and accurate copies copy (to the extent applicable) of (Ai) all plan documents, if any, including related trust agreements, funding arrangements and insurance contracts, and all amendments thereto, or written summaries of the material terms thereof, (ii) the most recent summary plan description for each material Venus Benefit Plan for which such summary plan description is required by applicable Law and (iii) the most recent annual report on Form 5500 required to have been be filed with the IRS for each Employee with respect thereto, audited financial statements and actuarial valuation reports, if any. (c) None of Venus or any of its ERISA Affiliates maintains or contributes to, or is obligated to maintain or contribute to (i) any plan that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) a “multiemployer plan” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”) or (iii) a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA. With respect to any Multiemployer Plan, including all schedules thereto; (A) neither Venus nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied or (B) to the most recent determination letterKnowledge of Venus, if anyas of the date hereof, no fact exists that would reasonably be expected to give rise to a partial withdrawal by Venus or any of its Subsidiaries from the IRS for any Employee Multiemployer Plan, in each case, except as would not have a Venus Material Adverse Effect. (d) With respect to each Venus Benefit Plan that is intended to qualify under Section 401(a) of the Code; (C, such plan has received a favorable determination letter as to its qualification and that its related trust is exempt from Tax under Section 501(a) the current plan documents and summary plan descriptions, or a written description of the terms Code, and, to the Knowledge of Venus, nothing has occurred with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any material Employee Plan that is not in writing; liability, penalty or Tax under ERISA or the Code. (De) any related trust agreementsThere are no pending or, insurance contractsto the Knowledge of Venus, insurance policies threatened actions, claims or other documents of any funding arrangements; and (E) any notices to lawsuits against or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With Venus Benefit Plan or trusts related thereto with respect to each material International Employee Planthe operation of such plan (other than routine benefits claims), except where such claims would not have a Venus Material Adverse Effect. (f) Each Venus Benefit Plan has been established and administered in accordance with its terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable Laws, all contributions required to have been made under any Venus Benefit Plan to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Venus’s financial statements and there are no actions, liens, lawsuits, claims or complaints (other than routine claims for benefits) pending or, to the extent applicableKnowledge of Venus, the Company has made available to Parent threatened against any Venus Benefit Plan, in each case, except as would not have a Venus Material Adverse Effect. (xg) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description None of the terms Venus Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any International Employee Plan that is not in writing and (z) any document comparable to other applicable Law or at the determination letter reference under clause (Bexpense of the participant or the participant’s beneficiary. Any plan disclosed on Section 3.10(g) of the prior sentence issued by Venus Disclosure Letter may be amended in any manner or terminated without liability to Venus or any of its Subsidiaries. (h) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any payment becoming due to any current or former director, employee or consultant of Venus or any of its Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a Governmental Authority relating grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Venus Benefit Plans or (iii) limit or restrict the right of Venus or, after the consummation of the transactions contemplated hereby, the Surviving Corporation to merge, amend or terminate any Venus Benefit Plan. (i) No material Venus Benefit Plan provides for the gross-up or reimbursement of Taxes, including under Section 409A or 4999 of the Code or other similar Laws. (j) Except as would not have a Venus Material Adverse Effect, all Venus Benefit Plans subject to the satisfaction Laws of Law necessary any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to obtain qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions. (k) Except as would not have a Venus Material Adverse Effect, no condition exists that is reasonably likely to subject Venus or any of its Subsidiaries to any liability under Title IV of ERISA or to a civil penalty under Section 502(i) or 502(l) of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, 4980B, 4980D or 4980H of the most favorable tax treatmentCode.

Employee Plans. (a) No TriCo Plan is a “multiemployer plan” as defined in Section 4.18(a3(37) of ERISA or a “multiple employer plan,” within the Company Disclosure Letter sets forth a complete meaning of Section 210 of ERISA or Section 413 of the Code and accurate list neither TriCo nor any of each material Employee its Subsidiaries has contributed to, or had any obligation to contribute to, any such plan or arrangement in the previous seven years. (b) No TriCo Plan is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is or was at any time subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, and neither Trico nor any of its Subsidiaries has contributed to, or had any obligation to contribute to, any such employee pension benefit plan in the previous seven years. (c) Other than routine claims for benefits, including those relating to qualified domestic relations orders, there are no pending or, to the Knowledge of TriCo, threatened lawsuits, governmental investigations or other claims against or involving any TriCo Plan. , or, to the Knowledge of TriCo, any fiduciary (within the meaning of Section 3(21)(A) of ERISA) or service provider of any Plan, nor, to the Knowledge of TriCo, is there any reasonable basis for any such lawsuit, investigation or claim. (d) For purposes of this AgreementSection 4.21, “Employee TriCo Plan” means shall mean each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA)pension, whether or not subject to ERISA and (ii) other employmentretirement, bonusprofit-sharing, savings, deferred compensation, stock option, restricted stock purchase or other equity-basedbased compensation, benefitseverance, retention, change in control, termination, bonus, incentive compensation, profit sharingfringe benefit, savingsvacation, retirement (including early retirement and supplemental retirement)life insurance, disability, insurance, vacation, incentive, deferred compensationaccident, supplemental retirement (including termination indemnities and seniority payments)benefit, severancewelfare, terminationmedical, retentiondental, change of control and other similar fringevision, welfare education reimbursement, compensation or other employee benefit plan, program, policy, arrangement or agreement, contractincluding, policy or binding arrangement but not limited to, each “employee benefit plan” (within the meaning of Section 3(3) of ERISA, whether or not in writing) maintained or subject to ERISA), that is maintained, sponsored, contributed to for the benefit of or relating required to any current or former employee or director be contributed to as of the Company, any date of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), this Agreement or with respect to which the Company TriCo or any of its Subsidiaries has any current material Liability. With respect to each Employee Planliability or obligation, contingent or otherwise, including by reason of being or having been treated as a “single employer” with any other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for trade or business within the benefit meaning of persons substantially all Section 4001 of whom are non-resident aliens (the “International Employee Plans”ERISA or Sections 414(b), to the extent applicable the Company has made available to Parent complete and accurate copies of (Ac), (m) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; or (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(ao) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 4.18(a3.11(a) of the Company Disclosure Letter Schedules sets forth a true and complete and accurate list of all material Employee Benefit Plans (including, for each such Employee Benefit Plan, its jurisdiction). With respect to each material Employee Benefit Plan. For purposes , the Group Companies have provided ARYA with true and complete copies of this Agreementthe material documents pursuant to which the plan is maintained, “Employee Plan” means each funded and administered. (b) No Group Company has any Liability with respect to or under: (i) a Multiemployer Plan; (ii) a “employee defined benefit plan” (as defined in Section 3(33(35) of ERISA), whether or not subject to ERISA) or a plan that is or was subject to Title IV of ERISA and or Section 412 of the Code; (iiiii) other employment, bonus, stock option, stock purchase a “multiple employer plan” within the meaning of Section of 413(c) of the Code or Section 210 of ERISA; or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. No Group Company has any material Liabilities to provide any retiree or post-termination health or life insurance or other equitywelfare-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating type benefits to any current Person other than health continuation coverage pursuant to COBRA or former employee or director similar Law and for which the recipient pays the full cost of the Company, coverage. No Group Company has any material Liabilities by reason of its Subsidiaries or at any other trade or business (whether or not incorporated) which would be treated as time being considered a single employer with the Company or any of its Subsidiaries under Section 414 of the Code with any other Person. (an “ERISA Affiliate”)c) Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has timely received a favorable determination or opinion or advisory letter from the Internal Revenue Service. None of the Group Companies has incurred (whether or not assessed) any material penalty or Tax under Section 4980H, 4980B, 4980D, 6721 or 6722 of the Code. (d) As of the date of this Agreement, there are no pending or, to the Company’s knowledge, threatened in writing claims or Proceedings with respect to which any Employee Benefit Plan (other than routine claims for benefits). There have been no non-exempt “prohibited transactions” within the Company meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and no breaches of fiduciary duty (as determined under ERISA) with respect to any of its Subsidiaries has any current Employee Benefit Plan, except as is not and would not reasonably be expected to be, individually or in the aggregate, material Liabilityto the Group Companies, taken as a whole. With respect to each Employee Benefit Plan, all contributions, distributions, reimbursements and premium payments that are due have been timely made, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. (e) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not materially (alone or in combination with any other than an Employee Plan that is maintained event) (i) result in any non-U.S. jurisdiction primarily for payment or benefit becoming due to or result in the benefit forgiveness of persons substantially all any indebtedness of whom are non-resident aliens any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies, (ii) increase the amount or value of any compensation or benefits payable to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies or (iii) result in the acceleration of the time of payment or vesting, or trigger any payment or funding of any compensation or benefits to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies. (f) No amount that could be received (whether in cash or property or the vesting of property) by any “International Employee Plans”), to disqualified individual” of any of the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for Group Companies under any Employee Benefit Plan that is intended to qualify or otherwise as a result of the consummation of the transactions contemplated by this Agreement could, separately or in the aggregate, be nondeductible under Section 401(a) 280G of the Code or subjected to an excise tax under Section 4999 of the Code; . (Cg) the current plan documents and summary plan descriptions, The Group Companies have no material obligation to make a “gross-up” or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues payment in respect of any such Employee Plan. With respect taxes that may become payable under Section 4999 or 409A of the Code. (h) Each Foreign Benefit Plan that is required to each material International Employee Planbe registered or intended to be tax exempt has been registered (and, where applicable, accepted for registration) and is tax exempt and has been maintained in good standing, to the extent applicable, the Company with each Governmental Entity. No Foreign Benefit Plan is a “defined benefit plan” (as defined in ERISA, whether or not subject to ERISA) or has made available to Parent (x) the most recent annual report any material unfunded or similar compliance documents underfunded Liabilities. All material contributions required to be filed with any Governmental Authority have been made by or on behalf of the Group Companies with respect to such plan plans or arrangements maintained or sponsored a Governmental Entity (y) the plan documents including severance, termination indemnities or a written description other similar benefits maintained for employees outside of the terms of any International Employee Plan that is not in writing and (zU.S.) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmenthave been timely made or fully accrued.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of each all material Employee PlanPlans. For purposes of this Agreement, “Employee PlanPlans” means each (i) “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA); and (ii) other employment, consulting, bonus, stock option, phantom stock, stock appreciation, stock purchase or other equity-based, benefit, incentive compensation, commission, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentivepaid time off, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, post-employment, retention, change of in control compensation and other similar fringe, welfare or other employee compensation or benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) sponsored, maintained or contributed to for (or required to be contributed) by the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries Company Group or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the any Company or any of its Subsidiaries under Group Member pursuant to Section 414 of the Code (an “ERISA Affiliate”), to which any Company Group Member is a party, or with respect to which any Company Group Member has or would reasonably expect to have any liability or obligation, contingent or otherwise, in each case, other than any such plans, policies or arrangements if and to the Company extent required to be provided, maintained or any of its Subsidiaries has any current material Liabilitycontributed to under applicable Law. With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with under ERISA or the IRS Code, if any, for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan since January 1, 2019; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee or individual service provider of any Company Group Member whose principal work location is outside of the United States (collectively, without regard to materiality, the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing plan; and (z2) any document comparable to the determination letter reference under referenced pursuant to clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 4.18(a) of Except as set forth in Schedule 2.18(a), neither the Company Disclosure Letter sets forth a complete nor any of its Subsidiaries' sponsors or maintains or has any liability or obligation with respect to, and accurate list at any time during the past five years or, if longer, for any period for which an applicable statute of each material Employee Plan. For purposes of this Agreementlimitations has not expired, “Employee Plan” means each (i) “has not sponsored, maintained or had any liability or obligation with respect to, any "employee benefit plan” (," as defined in under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to ERISA and (ii) any other employmentbonus, bonuspension, stock option, stock purchase or other equity-basedpurchase, benefit, incentive compensationwelfare, profit profit-sharing, savings, retirement (including early retirement and supplemental retirement), disability, vacation, severance, hospitalization, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control compensation and other similar fringe, welfare fringe or other employee benefit planplans, programfunds, agreementprograms or arrangements, contractwhether written or oral ("Employee Plans"), policy or binding arrangement (whether or not in writing) each of the foregoing cases which cover, are maintained or contributed to for the benefit of of, or relating relate to any or all current or former employee or director employees of the Company. Schedule 2.18(a) sets forth a true and complete list of all Employee Plans which cover, are maintained for the benefit of, or relate to any or all employees of the Seller or its affiliates who are assigned to or perform services primarily for the business of the Company or its Subsidiaries or any other trade or (including the business of operating the assets of Seminole) (whether or not incorporated) which would the "Business Employees," and such Employee Plans hereinafter referred to as the "Seller Plans"). For purposes of determining Business Employees, a person shall be treated as a single employer with deemed to be performing services primarily for the business of the Company or any of its Subsidiaries under Section 414 if such person spends at least 50% of their working time in the conduct of the Code (an “ERISA Affiliate”), or with respect to which business of operations of the Company or its Subsidiaries. (b) The Company and its Subsidiaries have no current or former employees. Schedule 2.18(b) sets forth a true and complete list showing the names of all Business Employees. Except as set forth on Schedule 2.18(b), there are no contracts, agreements, plans or arrangements covering any Business Employee with "change of control", severance or similar provisions that would be triggered as a result of the consummation of this Agreement or that could otherwise result in liability to the Company or its Subsidiaries. To the Seller's and the Company's knowledge, no Business Employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee's efforts to promote the interests of the Company or the Buyer or that would conflict with the Company's or its Subsidiaries' business as conducted or proposed to be conducted. (c) None of the employees who provide services to the Company or its Subsidiaries are covered by collective bargaining agreements and, to the Seller's knowledge, there are no union or labor organization efforts respecting such employees. (d) Neither the Company nor any of its Subsidiaries has will have any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating liability to any compliance issues in respect person for compensation pursuant to employment or termination of any such Employee Plan. With respect to each material International Employee Plan, to employment as a result of consummating the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued transactions contemplated by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentthis Agreement.

Employee Plans. (a) Section 4.18(a3.19(a) of the Company Disclosure Letter sets forth contains a complete and accurate list list, as of each material the date of this Agreement, of Employee PlanPlans. For purposes of this Agreement, “Employee Plan” means each shall mean (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and whether written or unwritten; and (ii) all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreementContracts, contract, policy policies or binding arrangement (whether or not in writing) arrangements maintained or contributed to for by the benefit Company or any of or relating to its Subsidiaries, in which any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”)participates, or with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise, including without limitation by contract, guaranty, indemnity or as the result of any ERISA Affiliate (as defined below) or any previously-terminated plan, (collectively, the “Employee Plans”). With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent complete and accurate copies a copy of (A) the most recent annual report on IRS Form 5500 required to have been filed with the IRS for each Employee PlanUnited States Department of Labor, including all schedules thereto; (B) the most recent determination letter or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and document (including all amendments thereto), the most recent summary plan descriptions, or a written description and any summary of the terms of any material Employee Plan that is not in writingmodifications; (D) any related trust agreements, insurance contracts, insurance policies agreement or other documents of any funding arrangementsarrangement currently in effect; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority within the past six (6) years relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 4.18(a3.12(a) of the Company Disclosure Letter sets forth a complete and accurate list of each Schedule lists all material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “"employee benefit plan” (plans," as defined in Section 3(3) of ERISA, including any "multiemployer plan," as defined in Section 3(37) of ERISA (a "Multiemployer Plan") and all other material employee benefit plans or other benefit arrangements, including, without regard to materiality, all executive compensation, directors' benefit, bonus or other incentive compensation, change in control, severance and deferred compensation plans which the Company or any of its subsidiaries maintains, contributes to or has any obligation to or liability for (each a "Company Employee Benefit Plan" and collectively, the "Company Employee Benefit Plans"). (b) True, whether correct and complete copies of each Company Employee Benefit Plan (and, where applicable, the most recent summary plan description, actuarial report, determination letter, most recent Form 5500 and trust agreement) have been made available to Parent for review prior to the date hereof. (c) As of the date hereof, (i) all payments required to be made by or not subject to ERISA and under any Company Employee Benefit Plan, any related trusts, or any collective bargaining agreement have been made; (ii) other employmentthe Company and its subsidiaries have performed all material obligations required to be performed by them under any Company Employee Benefit Plan; (ii) the Company Employee Benefit Plans have been administered in material compliance with their terms and the requirements of ERISA, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control the Code and other similar fringeapplicable Laws; (iv) there are no material actions, welfare suits, arbitrations or claims (other employee benefit plan, program, agreement, contract, policy than routine claims for benefit) pending or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating threatened with respect to any current or former employee or director Company Employee Benefit Plan; and (v) the Company and its subsidiaries have no material liability as a result of any "prohibited transaction" (as defined in Section 406 of ERISA and Section 4975 of the CompanyCode) for any excise tax or civil penalty. (d) None of the Company Employee Benefit Plans is subject to Title IV of ERISA (the "Company Title IV Plans") and, any as of its Subsidiaries the most recent plan valuation date, the "accumulated benefit obligations", and the "projected benefit obligations" of each Company Title IV Plan that is currently sponsored by the Company or any other trade trades or business businesses (whether or not incorporated) which would be are or have ever been under common control, or which are or have ever been treated as a single employer employer, with the Company under Section 414(b), (c), (m) or (o) of the Code (an "ERISA Affiliate") using the actuarial assumptions used by each such plan's actuary for FAS 87 purposes, does not exceed the fair market value of the assets of each such Plan. (e) The Company and its subsidiaries have not incurred any material withdrawal liability with respect to any Company Benefit Plan which is a Multiemployer Plan. (f) Each of the Company Benefit Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service to be so "qualified" and the Company knows of no fact which would adversely affect the qualified status of any such plan. (g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any material payment becoming due, or materially increase the amount of compensation due, to any current or former employee of the Company or any of its Subsidiaries subsidiaries; (ii) materially increase any benefits otherwise payable under Section 414 any Company Employee Benefit Plan; or (iii) result in the acceleration of the Code (an “ERISA Affiliate”), time of payment or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect vesting of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentbenefits.

Employee Plans. (a) Section 4.18(a3.12(a) of the Company Disclosure Letter sets forth forth, as of the date of this Agreement, a true and complete and accurate list of each material Business Employee Benefit Plan in which any Employee of the Business or Business Consultant is entitled to participate or to which he or she is a party (the “Listed Plans”), specifically identifying each such Listed Plan that is an Assumed Benefit Plan. For purposes None of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) the Listed Plans is established or maintained outside of ERISA), whether the U.S. or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of any employees, independent contractors, or relating to any current or former employee or director other service providers of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Transferred Company or any of its Subsidiaries under Section 414 who reside or work outside of the Code U.S. Seller shall provide to Buyer an updated and complete list of Assumed Benefit Plans set forth on Section 3.12(a) of the Disclosure Letter no later than five (an “ERISA Affiliate”), or with respect 5) business days prior to which the Company or any of its Subsidiaries has any current material Liability. Closing Date. (b) With respect to each Employee Listed Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for true and complete copies of all plan documents (including all amendments and modifications thereof) or a summary of material terms thereof have been made available to Buyer as of the benefit date of persons substantially all of whom are non-resident aliens (the “International Employee Plans”)this Agreement and with respect to each Assumed Benefit Plan, to the extent applicable the Company Seller has made available to Parent Buyer prior to the date hereof true and complete and accurate copies (to the extent applicable) of (Ai) the most recent determination or opinion letter received from the IRS regarding each Assumed Benefit Plan intended to be tax qualified under Section 401(a) of the Code, and any pending requests for such letter, (ii) the most recent annual report on (Form 5500 required to have been filed with the IRS for each Employee Plan, including series and all schedules and financial statements attached thereto; ), (Biii) the most recent audited financial statements and actuarial or other valuation reports prepared therefor, and (iv) all material correspondence and documentation related to, and all non-routine filings made, with any Governmental Entity within the past three (3) years. (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, each Assumed Benefit Plan (and each related trust, insurance contract or fund) has been maintained, contributed to, funded, operated and administered in accordance with the terms of such Assumed Benefit Plan and in accordance with applicable Law. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of Seller, threatened with respect to any Assumed Benefit Plan or the assets of any fiduciary thereof (in such Person’s capacity as a fiduciary of such Assumed Benefit Plan). No “Prohibited Transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, as applicable, has occurred with respect to any Assumed Benefit Plan. Except as would not, individually or in the aggregate, have a Material Adverse Effect, each Assumed Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (d) The Internal Revenue Service has issued a favorable determination letter, if anyor for a prototype plan, from the IRS for any opinion letter, with respect to each Business Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code; Code and the related trust that has not been revoked, and, to the knowledge of Seller, there are no existing circumstances or events that have occurred since the date of such letter from the Internal Revenue Service that could reasonably be expected to adversely affect the qualified status of any such plan or the exempt status of any related trust. (Ce) the current plan documents and summary plan descriptions, or a written description None of the terms execution and delivery of this Agreement or the consummation of the Transactions (either alone or in conjunction with any other event) will (i) entitle any Employee of the Business to any material compensation or benefit, (ii) accelerate the time of payment, vesting or funding of any material Employee compensation or benefit or trigger any other material obligation under any Assumed Benefit Plan or (iii) result in the breach or violation of or default under, or limit Buyer’s right to amend, modify or terminate, any Assumed Benefit Plan. (f) None of the execution and delivery of this Agreement or the consummation of the Transactions (either alone or in conjunction with any other event) will constitute an event that is not will or may result in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents the payment of any funding arrangements; and (E) any notices amount that may be deemed an “excess parachute payment” under Section 280G of the Code. There is no Contract to or from which the IRS Transferred Company or any office of its Subsidiaries is a party or representative by which any of them is bound to compensate any current or former employee for excise Taxes paid pursuant to Section 4999 of the DOL Code or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description Section 409A of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentCode.

Employee Plans. (a) Section 4.18(a3.12(a) of the Company Disclosure Letter Schedule sets forth a complete and accurate list of each all material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “"employee benefit plan” (plans," as defined in Section 3(3) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), whether and all other employee benefit plans or not subject to ERISA and (ii) other employmentbenefit arrangements or payroll practices including bonus plans, bonusexecutive compensation, consulting or other compensation agreements, change in control agreements, incentive, equity or equity-based compensation, or deferred compensation arrangements, stock optionpurchase, stock purchase severance pay, sick leave, vacation pay, salary continuation for disability, hospitalization, medical insurance, life insurance, scholarship programs, directors' benefit, bonus or other equity-based, benefit, incentive compensation, profit sharingwhich the Company or any of its subsidiaries sponsors, savingsmaintains, retirement contributes to or has any obligation to contribute to (including early retirement each a "COMPANY EMPLOYEE BENEFIT PLAN" and supplemental retirementcollectively, the "COMPANY EMPLOYEE BENEFIT PLANS"). None of the Company Employee Benefit Plans is subject to Title IV of ERISA, disabilityor is or has been subject to Sections 4063 or 4064 of ERISA, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of nor has the Company, any of its Subsidiaries subsidiaries or any other trade or business (whether or not incorporated) which would be is or has ever been under common control, or which is or has ever been treated as a single employer, with the Company or any subsidiary under Section 414(b), (c), (m) or (o) of the Code ("ERISA AFFILIATE") ever been obligated to contribute to a multiemployer plan, as defined in Section 3(37) of ERISA (a "MULTIEMPLOYER PLAN"). Neither the Company nor any ERISA Affiliate has incurred any material present or contingent liability under Title IV of ERISA, nor does any condition exist which could reasonably be likely to result in any such liability. (b) Correct and complete copies of the following documents, with respect to each of the Company Employee Benefit Plans (other than a Multiemployer Plan) have been made available to Parent by the Company: (i) any plans and related trust documents, and amendments thereto; (ii) the three most recent Forms 5500 and schedules thereto, if applicable; (iii) the most recent Internal Revenue Service ("IRS") determination letter, if applicable; (iv) the three most recent financial statements and actuarial valuations, if applicable; and (v) summary plan descriptions, if applicable. (c) Except as disclosed in Section 3.12(c) of the Company Disclosure Schedule, (i) the Company and its subsidiaries have performed all material obligations required to be performed by them under any Company Employee Benefit Plan; (ii) 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; (iii) all contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any of the Company Employee Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof and all contributions for any period ending on or before the Effective Time which are not yet due will have been paid or accrued prior to the Effective Time and (iv) there are no material actions, suits, arbitrations or claims (other than routine claims for benefit) filed, or to the Company's knowledge, threatened in writing with respect to any Company Employee Benefit Plan; and (v) the Company and its 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. (d) Neither the Company nor any of its ERISA Affiliates is subject to any unsatisfied withdrawal liability with respect to any Multiemployer Plan. (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 received a determination letter from the IRS to the effect that such plan is "qualified" and that the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code. The Company knows of no fact which would adversely affect the qualified status of any such Company Employee Benefit Plan or the exemption of such trust. (f) None of the Employee Benefit Plans provide for continuing post-employment health or life insurance coverage for any participant or any beneficiary of a participant except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"). (g) Except as set forth in Section 3.12(g) of the Company Disclosure Schedule, no stock or other security issued by the Company forms or has formed a material part of the assets of any Company Employee Benefit Plan. (h) Except as specifically identified and quantified in Section 3.12(h) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Merger will (i) result in any material payment becoming due, or materially increase the amount of compensation due, to any current or former employee of the Company or any of its Subsidiaries subsidiaries; (ii) materially increase any benefits otherwise payable under any Company Employee Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any such material benefits; or (iv) result in any payment that will not be deductible for federal tax purposes under Section 414 280G or Section 162(m) of the Code Code. (an “ERISA Affiliate”), or with respect to which i) Except as identified in Section 3.12(i) of the Company or any Disclosure Schedule, no "leased employee" as that term is defined in Section 414(n) of its Subsidiaries has any current material Liabilitythe Code, performs services for the Company. With respect No leased employee is eligible to each Employee Plan, other than an Employee Plan that is maintained participate in any non-U.S. jurisdiction primarily for Company Employee Benefit Plan at the benefit exclusion of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), any such person who does not cause any such plan to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify lose qualification under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of nor does it violate the terms of any material company Employee Benefit Plan. (j) All awards and grants made under the Company's Long-Term Incentive Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmenthave vested.

Employee Plans. (a) Section 4.18(a3.20(a) of the Company Disclosure Letter sets forth contains a true and complete and accurate list of each all material Employee PlanPlans. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ; and (ii) other each employment, individual independent contractor, bonus, commission, incentive, stock option, stock purchase purchase, restricted stock, stock appreciation, phantom equity, other equity or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and retirement, pension, supplemental retirement), profit sharing, employee loan, health, dental, vision, life insurance, disability, insurance, paid time off, vacation, incentivecafeteria, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and each other similar fringe, welfare or other employee benefit plan, program, agreement, contractContract, policy or binding arrangement (arrangement, in each case, whether or not in writing) maintained subject to ERISA and whether written or unwritten, that is maintained, sponsored, contributed to, or required to be contributed to for the benefit of or relating to any current or former employee employee, officer, director or director individual independent contractor of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under pursuant to Section 414 of the Code (an “ERISA Affiliate”)) or their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect liability, contingent or otherwise, or to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable which the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Planits Subsidiaries is a party. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent a copy of (xA) the current plan documents and all amendments thereto (or, if the plan has not been reduced to writing, a written summary of the material terms) and the most recent summary plan descriptions and material modifications thereto; (B) any related trust agreements, insurance Contracts, insurance policies or other documents of any funding arrangements; (C) the most recent annual report on Form 5500 (with schedules and attachments); (D) the most recent financial statements and actuarial report; (E) the most recent determination, opinion or similar compliance documents required advisory letter received from the IRS; (F) the most recent results of any discrimination testing; (G) the Forms 1094-C and a representative sample of Forms 1095-C for 2015 to be filed with 2021 for each employing entity during such period; and (H) any notices or other correspondence (other than routine non-material correspondence) to or from the IRS or any office or representative of the United States Department of Labor or any other Governmental Authority with respect to such plan within the past six (y6) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentyears.

Employee Plans. (a) Section 4.18(a2.18(a)(i) and Section 2.18(a)(ii) of the Company Disclosure Letter sets Schedule, respectively, set forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) all “employee benefit planplans” (as defined in Section 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, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee material benefit planor compensation plans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained maintained, sponsored or contributed to for the benefit of or relating required to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with contributed to by the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”)Subsidiaries, or with respect to which the Company or any of its Subsidiaries has or could reasonably be expected to have any current material Liabilityliability or obligation (together the “Employee Plans”). With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices material correspondence to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With the Pension Benefit Guaranty Corporation; and (F) with respect to each material International Employee PlanPlan that is maintained in any non-U.S. jurisdiction, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax treatment. (b) Except as set forth in Section 2.18(b) of the Company Disclosure Schedule, no Employee Plan is, and neither the Company nor any other trade or business (whether or not incorporated) which is or was at any relevant time treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”) maintains, is required to contribute to or has any current or potential liability or obligation under or with respect to, (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA), (iii) any plan that is or was subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA, (iv) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (v) a plan or arrangement that provides for post-retirement or post-termination medical, life insurance or other welfare-type benefits (other than as required by COBRA or under a similar state law). (c) Each Employee Plan has been maintained, operated, funded and administered in all material respects in compliance with its terms and with all applicable law, including the applicable provisions of ERISA and the Code. (d) Except as set forth in Section 2.18(d) of the Company Disclosure Schedule, there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan, other than routine claims for benefits. (e) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (f) Except as set forth in Section 2.18(f) of the Company Disclosure Schedule: (i) each Employee Plan that is intended to be “qualified” under Section 401 of the Code has received a current favorable determination letter from the IRS to such effect and, to the Knowledge of the Company, no fact, circumstance or event has occurred or exists that would reasonably be expected to adversely affect the qualified status of such Employee Plan; (ii) all contributions, premiums and other payments with respect to any Employee Plan for any time period ending on or before the Effective Time have been properly made, accrued or reserved for; (iii) neither the Company nor any of its Subsidiaries has any current or contingent liability or obligation under any “employee benefit plan” (as defined in Section 3(3) of ERISA) on account of any ERISA Affiliate; and (iv) except as required by applicable law or this Agreement, no condition or term under any relevant Employee Plan exists which would prevent Parent or the Surviving Corporation or any of its Subsidiaries from terminating or amending any Employee Plan without material liability to Parent or the Surviving Corporation or any of its Subsidiaries. (g) Except as set forth in Section 2.18(g) of the Company Disclosure Schedule, neither the execution or delivery of this Agreement by the Company nor the consummation of the Merger, alone or in combination with any other event, will (i) result in any payment or benefit becoming due or payable, or required to be provided, to any current or former director, employee or independent contractor of the Company or any of its Subsidiaries; (ii) increase in any material respect the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor; (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation; or (iv) obligate the Company to make any payment to any individual that would be a “parachute payment” to a “disqualified individual” (as defined in Section 280G of the Code). Neither the Company nor any of its Subsidiaries has any indemnity obligation on or after the Effective Time for any Taxes imposed under Section 4999 or 409A of the Code. All Employee Plans have been established and operated in a manner that will not subject any “service provider” to tax or penalty under Section 409A of the Code. No amounts previously deducted are subject to disallowance under Section 162(m) of the Code.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of each all material Employee PlanPlans. For purposes of this Agreement, the term “Employee PlanPlans” means each (i) all “employee benefit planplans” (as defined in within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA; and (ii) all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control control, employee loan, and other similar fringe, welfare or other compensation or employee benefit planplans, programprograms, agreementagreements, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) (A) that are sponsored, maintained or contributed to (or required to be contributed to) for the benefit of or relating to any current or former employee employee, director or director independent contractor of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under pursuant to Section 414 of the Code (an “ERISA Affiliate”), ; or (B) with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise, in each case, other than any plan, program or arrangement maintained by a Governmental Authority to which the Company or any of its Subsidiaries is required to contribute pursuant to applicable Law. With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “a material International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (Aor, to the extent no such copy exists, an accurate description thereof, to the extent applicable) (1) the most recent annual report on Form 5500 required to have been filed with the IRS for each such Employee Plan, including all schedules theretothereto and any audited financial statements and actuarial valuation reports; (B2) the most recent determination letter, if any, from the IRS for any such Employee Plan that is intended to qualify under pursuant to Section 401(a) of the CodeCode or, if such Employee Plan is a prototype plan, the opinion or notification letter which covers each such Employee Plan, if applicable; (C3) the current plan documents documents, including all amendments thereto, and summary plan descriptions, or a written description descriptions and summaries of the terms of any material Employee Plan that is not in writingmodifications; (D4) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E5) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan; and (6) to the extent available, copies of any Code Section 280G calculations prepared (whether or not final) with respect to any employee, director or independent contractor of the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement (together with the underlying documentation on which such calculations were based). With respect to each material Employee Plan that is maintained in any non-United States jurisdiction or covers any employee residing or working outside the United States (each, whether or not material, an “International Employee Plan”), to the extent applicable, the Company has made available to Parent true, correct and complete copies of (xa) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (zb) any document comparable to the determination letter reference under referenced pursuant to clause (B2) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment, (c) the plan documents, including all amendments thereto, and any legally required summaries thereof; (d) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (e) any notices to or from any Governmental Authority relating to any material compliance issues in respect of any such International Employee Plan.

Employee Plans. (a) Schedule 3.11(a) lists all material Employee Benefit Plans and, to the Knowledge of the Company, all Employee Benefit Plans. Except for the Seller Incentive Plans, to the Knowledge of the Company, no Key Employee or current executive officer of the Group Companies participates in or receives (or is eligible to receive) any material compensation or material benefits from any plan, program, arrangement or agreement maintained, adopted, entered into or contributed to by Seller or any Affiliate of Seller other than the Company or its Subsidiaries. (b) The Group Companies have made available to Buyer a true and complete copy, as applicable, of (i) each Employee Benefit Plan (including any amendments thereto) set forth on Schedule 3.11(a) and descriptions of all material terms of any such plan that is not in writing, (ii) the most recent annual reports with accompanying schedules and attachments, filed with respect to each Employee Benefit Plan required to make such a filing, (iii) the most recent summary plan description for each Employee Benefit Plan for which a summary plan description is required by applicable Law and any other notice or description provided to employees (as well as any modifications or amendments thereto), (iv) the most recently received determination letter, if any, issued by the Internal Revenue Service and each currently pending application for a determination letter or opinion letter with respect to any Employee Benefit Plan that is intended to qualify under Section 4.18(a401(a) of the Company Disclosure Letter sets forth a complete Code, (v) all material records, notices and accurate list filings concerning Internal Revenue Service or U.S. Department of each material Labor audits or investigations relating to any Employee Benefit Plan for the previous three plan years, and (vi) the most recently prepared actuarial reports, financial statements and trustee reports, if any, relating to the Employee Benefit Plan. For purposes of Except as set forth in the documents made available to Buyer in accordance with this AgreementSection 3.11(b) or on Schedule 3.11(b), “no Group Company has any plan or commitment to adopt or enter into any additional Employee Benefit Plan or to amend or terminate any existing Employee Benefit Plan” means each . (c) No Employee Benefit Plan is, and no Group Company contributes to, has at any time contributed to or has any liability or obligation, whether fixed or contingent, with respect to (i) a Multiemployer Plan, (ii) a single employer plan or other pension plan that is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, (iii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), (iv) a multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA) or (v) a voluntary employee benefit association under Section 501(a)(9) of the Code. Except as provided in any employment agreement or severance plan or agreement set forth in Schedule 3.11(a), no Group Company has any obligation to provide (whether under an Employee Benefit Plan or otherwise) health, welfare or life insurance benefits to any current or former employees or directors of any Group Company (or any spouse, beneficiary or dependent of the foregoing) beyond the termination of employment or other service of such employee or director, other than health continuation coverage pursuant to COBRA. No Group Company has incurred or may incur any liability or obligation, with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or ) that is not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change sponsored by such Group Company by reason of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be being treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code with any trade, business or entity other than any Group Company, including without limitation, under Title IV of ERISA or COBRA. (an “ERISA Affiliate”d) Except as set forth on Schedule 3.11(d), each Employee Benefit Plan has been maintained, operated and administered in compliance in all material respects with its terms and the applicable requirements of ERISA, the Code and any other applicable Laws. All material payments, benefits, contributions (including all employer contributions and employee salary reduction contributions) and premiums related to each Employee Benefit Plan, including all bonuses, benefits and other compensation due to or on behalf of any employees or other service providers, have been timely paid or made in accordance with respect the requirements of applicable Law or, to which the Company extent not yet due, properly accrued on the Latest Balance Sheet in accordance with GAAP. Except as set forth on Schedule 3.11(d), no material Proceeding is pending or, to the Company’s Knowledge, threatened against, by or on behalf of any Employee Benefit Plan or the assets, fiduciaries or administrators thereof (other than claims for benefits in the ordinary course of its Subsidiaries has any current material Liabilitybusiness). With respect to each Employee Benefit Plan, (i) to the Company’s Knowledge, no breaches of fiduciary duty or other than an failures to act or comply in connection with the administration or investment of the assets of such Employee Benefit Plan have occurred, and (ii) no Lien has been imposed under the Code, ERISA or any other applicable Law. There has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Employee Benefit Plan that is maintained could reasonably be expected to result in material liability to any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens Group Company. (the “International e) Each Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Code; (C) Code has received a favorable determination letter from the current plan documents and summary plan descriptionsInternal Revenue Service or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Employee Benefit Plan and, to the Company’s Knowledge, there are no facts or a written description circumstances that would be reasonably likely to result in the loss of the terms qualified status of any material such Employee Benefit Plan. Each trust established in connection with any Employee Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and, to the Company’s Knowledge, no fact or event has occurred that would reasonably be expected to adversely affect the exempt status of any such trust. To the Company’s Knowledge, (i) each of the Employee Benefit Plans that provides medical, dental and/or prescription benefits is insured by bona fide third-party insurers and (ii) no Employee Benefit Plan is maintained through a human resources and benefits outsourcing entity or professional employer organization. (f) To the Company’s Knowledge, no Group Company has engaged in any transaction with respect to any Employee Benefit Plan that is not in writing; would be reasonably likely to subject any Group Company to any material Tax or penalty (Dcivil or otherwise) any related trust agreementsimposed by ERISA, insurance contracts, insurance policies the Code or other documents of applicable Law (including, without limitation, any funding arrangements; and (E) any notices to or from the IRS or any office or representative excise tax under Chapter 43 of the DOL or Code). Except as set forth on Schedule 3.11(f), no Group Company has made any similar Governmental Authority relating to any compliance issues filing in respect of any Employee Benefit Plan under the Employee Plans Compliance Resolution System or the Department of Labor Delinquent Filer Program. (g) Except as set forth on Schedule 3.11(g), no Employee Benefit Plan, and neither any Group Company nor any Employee Benefit Plan fiduciary with respect to any Employee Benefit Plan, in any case, is the subject of an audit or investigation by the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Entity, nor is any such audit or investigation pending or, to the Company’s Knowledge, threatened. (h) Except as set forth on Schedule 3.11(h), neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (where such event alone would not have such effect) will (i) entitle any current or former employee, consultant or director of any Group Company to any payment; (ii) increase the amount of compensation or benefits due to any such employee, consultant or director; or (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit. (i) Each material Employee Benefit Plan that is governed by the Laws of any jurisdiction other than the United States or provides compensation (other than base compensation or base wages) or benefits to any employee or former employee of any Group Company (or any dependent thereof) who resides outside of the United States (each a “Foreign Benefit Plan”) is identified as such on Section 3.11(i). With respect to each Foreign Benefit Plan, (i) such Foreign Benefit Plan has been maintained, funded and administered in material International Employee compliance with applicable Laws and the requirements of such Foreign Benefit Plan’s governing documents and any applicable collective bargaining agreements, (ii) all material contributions to such Foreign Benefit Plan have been timely paid or made in accordance with the requirements of applicable Law or, to the extent applicablenot yet due, properly accrued on the Company Latest Balance Sheet in accordance with GAAP, (iii) such Foreign Benefit Plan has made available to Parent (x) obtained from the most recent annual report or similar compliance documents required to be filed with any Governmental Authority Entity having jurisdiction with respect to such plan (y) Foreign Benefit Plan any required determinations, if any, that such Foreign Benefit Plan is in compliance in all material respects with the plan documents or a written description applicable Laws and regulations of the terms of any International Employee Plan that is not relevant jurisdiction if such determinations are required in writing order to give effect to such Foreign Benefit Plan, and (ziv) any document comparable there are no pending or, to the determination letter reference under clause Company’s Knowledge, threatened investigations by any Governmental Entity, Proceedings or claims (Bexcept for claims for benefits in the ordinary course of business) against such Foreign Benefit Plan. No Foreign Benefit Plan has any unfunded or underfunded liabilities not accurately accrued in accordance with GAAP. (j) Neither the execution and delivery of this Agreement, nor the consummation of the prior sentence issued by transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise) will result in any “parachute payment” under Section 280G of the Code (or any corresponding provision of state, local, or foreign Tax Law). (k) Except as set forth on Schedule 3.11(k), there is no Contract, agreement, plan or arrangement to which any Group Company is a Governmental Authority relating party which requires any Group Company to pay a Tax gross-up or reimbursement payment to any Person, including without limitation, with respect to any Tax-related payments under Section 409A of the Code or Section 280G of the Code. (l) The Company’s Employee Benefit Plans are and have at all relevant times been maintained in operational and documentary compliance with the requirements of Section 409A of the Code and the regulations thereunder or an applicable exception thereto, and the Company has not reported, nor to the satisfaction Company’s Knowledge, will the Company be required to report, any violations of Law necessary Section 409A of the Code with respect to obtain the most favorable tax treatmentcompensation paid to its employees, directors or consultants.

Employee Plans. (a) Section 4.18(a4.19(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, consulting, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing, but, if not in writing, only if material) maintained or contributed to by the Company or its Subsidiaries for the benefit of of, or relating to to, any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (any such other trade or business to be referred to as an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; , (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; , (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; , (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; , and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any pending compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 4.18(a4.10(a) of the Company Parent Disclosure Letter sets forth a complete and accurate list of each all Parent Employee Benefit Plans. There are no Parent Employee Benefit Plans established, maintained, adopted, participated in, sponsored, contributed or required to be contributed to, provided, promised to provide, terminated by, or resulting in any material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject liability to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries Parent or any other trade or business (whether or not incorporated) entity with which would be treated as the Parent is considered a single employer with the Company or any of its Subsidiaries under Section 414 414(b), (c) or (m) of the Code (an “Parent ERISA AffiliateAffiliates”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. . (b) With respect to each Parent Employee Benefit Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company Parent has made available to the Company a true, correct and complete copy of: (i) each writing constituting a part of such Parent complete Employee Benefit Plan (including, but not limited to, the plan document(s), adoption agreement, prototype or volume submitter documents, trust agreement, annuity contract, third party administrative contracts, and accurate copies of (Ainsurance contracts) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including and all schedules amendments thereto; (Bii) the three most recent Annual Reports (Form 5500 Series) including all applicable schedules, if required; (iii) the current summary plan description and any material modifications thereto, if required to be furnished under ERISA, or any written summary provided to participants with respect to any plan for which no summary plan description exists; (iv) the most recent determination letter (or if applicable, advisory or opinion letter) from the Internal Revenue Service, if any, from or if an application for a determination letter is pending, the IRS for application with all attachments; and (v) all notices given to such Parent Employee Benefit Plan, the Parent, or any Parent ERISA Affiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other governmental agency relating to such Parent Employee Benefit Plan. (c) Each Parent Employee Benefit Plan that is intended to qualify under be “qualified” within the meaning of Section 401(a), 401(f), or 403(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee PlanCode and, to the extent applicable, Section 401(k) of the Company Code (“Qualified Parent Employee Benefit Plan”), has received a favorable determination letter or opinion from the Internal Revenue Service that has not been revoked and on which Parent is currently entitled to rely, and no event has occurred and no condition exists that could reasonably be expected to adversely affect the qualified status of any such Parent Employee Benefit Plan. The trusts established under the Qualified Parent Employee Benefit Plans are exempt from federal income taxes under Section 501(a) of the Code. All assets of any Parent Employee Benefit Plan consist of cash, actively traded securities or other assets reasonably acceptable to the Company. (d) Parent has (i) filed or caused to be filed all returns and reports on the Parent Employee Benefit Plans that it and/or any such plan are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for Parent have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from Parent or from any other person or entity relative to any Parent Employee Benefit Plan. Parent has collected or withheld all amounts that are required to be collected or withheld by it to discharge its obligations, and all of those amounts have been paid to the appropriate governmental authority or set aside in appropriate accounts for future payment when due. (e) No Parent Employee Welfare Benefit Plan is funded. (f) Each Parent Employee Benefit Plan has been operated and administered in all material respects in accordance with its terms. All contributions required to be made to any Parent Employee Benefit Plan (or to any person pursuant to the terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Parent SEC Reports which are publicly available prior to the date of this Agreement. All such contributions representing participant contributions have been made within the time required by Department of Labor regulation section 2510.3-102. (g) Parent and the Parent Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all laws and regulations applicable to the Parent Employee Benefit Plans. Neither Parent nor any Parent Subsidiary has engaged in any prohibited transaction, within the meaning of Section 4975 of the Code or Section 406 of ERISA, as a fiduciary or party in interest with respect to any Parent Employee Benefit Plan, and, to the knowledge of Parent or any Parent Subsidiary, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority no prohibited transaction has occurred with respect to such plan any Parent Employee Benefit Plan and (y) no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the plan documents administration or a written description investment of the terms assets of any International Parent Employee Benefit Plan. (h) Neither Parent nor any Parent ERISA Affiliate has ever established, maintained, contributed to, or had an obligation to contribute to, any Parent Employee Benefit Plan that is not a “multiemployer plan,” as that term is defined in writing and Section 3(37) of ERISA, a multiple employer plan (z) any document comparable to within the determination letter reference under clause (Bmeaning of Section 413(c) of the prior sentence issued by Code) or a Governmental Authority relating multiple employer welfare arrangement (as defined in Section 3(40) of ERISA) or is subject to Title IV of ERISA or Section 412 of the Code. (i) Parent and Parent Subsidiaries have not offered to provide life, health or medical benefits or insurance coverage to any individual, or to the satisfaction family members of Law necessary any individual, for any period extending beyond the termination of the individual’s employment, except to obtain the most favorable extent required by the COBRA provisions in ERISA and the Code or any similar provisions of state law. (j) The consummation of the transactions contemplated by this Agreement will not, either alone or in connection with termination of employment, (i) entitle any current or former employee, independent contractor, director, or officer of the Parent or the Parent Subsidiaries to severance pay, any change in control payment or any other material payment, except as expressly provided in this Agreement, (ii) accelerate the time of payment or vesting, change the form or method of payment, or increase the amount of compensation due, any such employee, independent contractor, director, or officer or (iii) entitle any such employee, independent contractor, director or officer to any gross-up or similar material payment in respect of the excise tax treatmentdescribed in Section 4999 of the Code. Neither Parent nor any Parent Subsidiary has taken any action that would result in its incurring any obligation for any payments or benefits described in subsections (i), (ii) or (iii) of this Section 4.10(j) (without regard to whether the transactions contemplated by this Agreement are consummated) except to the extent required in a written plan, contract or agreement in existence as of the date of this Agreement. (k) There are no suits, actions, proceedings, investigations, claims or orders pending or, to the knowledge of Parent, threatened against the Parent, any Parent Subsidiary or any Parent Employee Benefit Plan related to any Parent Employee Benefit Plan (other than claims in the ordinary course of business). No Parent Employee Benefit Plan is subject to any ongoing audit, investigation, or other administrative proceeding of any governmental entity, and no Parent Employee Benefit Plan is the subject of any pending application for administrative relief under any voluntary compliance program or closing agreement program of the Internal Revenue Service or the Department of Labor. (l) Parent has the right to amend or terminate each Parent Employee Benefit Plan at any time without incurring any liability other than with respect to benefits that have already accrued under a Parent Employee Pension Benefit Plan. (m) Neither Parent nor any Parent ERISA Affiliate has a formal plan, commitment, or proposal, whether legally binding or not, nor has any of them made a commitment to employees, officers, directors, consultants or independent contractors to create any additional Parent Employee Benefit Plan or modify, change or terminate any existing Parent Employee Benefit Plan, and no such plan, commitment or proposal is under serious consideration. No events have occurred or are expected to occur with respect to any Parent Employee Benefit Plan that would cause a material change in the cost of providing the benefits under such plan or would cause a material change in the cost of providing for other liabilities of such plan.

Employee Plans. (a) Section 4.18(a4.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA, (ii) standard employment, individual consulting or other compensation agreement and any employment, individual consulting or other compensation agreements that differ from such standard terms and (iiiii) other employment, bonus, stock option, stock purchase or other equity-based, based benefit, incentive compensation, commission, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentivesick leave, deferred compensation, supplemental retirement (including termination indemnities and seniority payments)severance, severancesalary continuation, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained maintained, entered into or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has or could have any current material LiabilityLiability (each, an “Employee Plan” and collectively, the “Employee Plans”). With respect to each Employee Plan, Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; , (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; , (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; , (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and , (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With , and (F) with respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference referenced under clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment. (b) No Employee Plan is (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) or (iii) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. (c) Each Employee Plan has been maintained, operated and administered in compliance with its terms and in all material respects with applicable Law, including the applicable provisions of ERISA and the Code. (d) Each Employee Plan that is subject to Section 409A of the Code has at all times been established, operated and administered in compliance with Section 409A of the Code. (e) As of the date hereof, there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) No Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA provides benefits to former employees of the Company or its ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Law. (h) Each Employee Plan that is intended to be “qualified” under Section 401 of the Code may rely on a prototype opinion letter or has received a favorable determination letter from the IRS to such effect, and any trusts intended to be exempt from federal income taxation under the Code are so exempt and no facts or circumstances have occurred that are reasonably likely to cause the loss of such qualification or exemption, or the imposition of any liability, penalty or Tax under ERISA or the Code. (i) To the extent applicable, each International Employee Plan has been approved by the relevant taxation and other Governmental Authorities so as to enable: (A) the Company or any of its Subsidiaries and the participants and beneficiaries under the relevant International Employee Plan and (B) in the case of any International Employee Plan under which resources are set aside in advance of the benefits being paid, the assets held for the purposes of such International Employee Plan, to enjoy the most favorable taxation status possible. (j) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (whether alone or together with any other event of circumstance) will (i) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of the Company or any of its Subsidiaries, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, or (iv) require any contributions or payments to fund any obligations under any Employee Plan. (k) All contributions, premiums and other payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for. (l) Except as required by applicable Law or the terms of any Employee Plans as in effect on the date hereof, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any material respect or establish any new Employee Plan or to continue or materially increase any benefits under any Employee Plan. (m) No amount paid or payable by the Company or any Subsidiary of the Company in connection with the transactions contemplated hereby will be an “excess parachute payment” within the meaning of Section 280G of the Code. No person is entitled to receive any additional payment (including any tax gross-up payment) from the Company or any of its Subsidiaries as a result of the imposition of additional taxes under Section 4999 of the Code. (n) The parties acknowledge that certain payments have been made or are to be made and certain benefits have been granted or are to be granted according to employment compensation, severance and other employee benefit plans of the Company, including the Employee Plans (collectively, the “Arrangements”), to certain Company Stockholders and holders of other Company Securities (collectively, the “Covered Securityholders”). The Compensation Committee of the Company Board (the “Company Compensation Committee”) (i) at a meeting to be held prior to the Acceptance Time, will duly adopt resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (A) each Arrangement presented to the Company Compensation Committee on or prior to the date hereof, (B) the treatment of the Company Options in accordance with the terms set forth in this Agreement, and (C) the terms of Section 7.10 and Section 7.11, and (ii) will take all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements. Each member of the Company Compensation Committee is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act.

Employee Plans. (a) Section 4.18(a‎Section 3.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means (i) each (iA) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (iiB) other employment, material bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurancevacation (entitlement and accrual), vacation, incentivesick days (entitlement and accrual), deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar material fringe, welfare or other employee benefit plan, program, agreement, contract, written policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee employee, officer or director of the Company, any of its Subsidiaries or any other trade or business Subsidiaries, and (whether or not incorporatedii) which would be treated as a single employer each employment agreement with each executive management employee of the Company or any of its Subsidiaries under Section 414 of ((i) and (ii) collectively the Code (an “ERISA Affiliate”)Material Employee Plans” and, or together with any other material employment agreement with respect to which the Company or any one of its Subsidiaries has any current material Liability. is a party, the “Employee Plans”), in each case, excluding plans, agreements or other arrangements required to be established or contributed to by statute or regulatory agency. (b) With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent complete and accurate copies of (A) each Material Employee Plan; (B) the two most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative the United States Department of the DOL or any similar Governmental Authority Labor relating to any material compliance issues in respect of any such Employee Plan. With ; (F) with respect to each material International Employee PlanPlan that is maintained in any non-U.S. jurisdiction, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (BG) of the prior sentence below issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment; (G) in the case of each Employee Plan intended to be qualified under Section 401(a) of the Code, the most recent IRS determination or opinion letter applicable to the Employee Plans; and (H) all related custodial agreements, insurance policies (including fiduciary liability insurance covering the fiduciaries of the Employee Plan), administrative services and similar agreements, and investment advisory or investment management agreements, if any. Each such Form 5500 and each such summary plan description (or similar document) was as of its date and is true, complete and correct in all material respects. (c) No Employee Plan is (1) a “defined benefit plan” (as defined in Section 414 of the Code), (2) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (3) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) (in each case under clause (1), (2) or (3) whether or not subject to ERISA) or (4) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. None of the Company, any of its Subsidiaries, any officer of the Company or any of its Subsidiaries or any of the Employee Plans which are subject to ERISA, any trusts created thereunder or any trustee or administrator thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that would reasonably be expected to subject the Company, any of its Subsidiaries or any officer of the Company or any of its Subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 of the Code or to any liability under Section 502(i) or 502(1) of ERISA. (d) Each Employee Plan has been maintained, operated and administered in compliance in all material respects with its terms and with all applicable Law including the applicable provisions of ERISA and the Code. (e) There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than (x) routine claims for benefits that have been or are being handled through an administrative claims procedure or (y) Legal Proceedings that have not resulted in and would not reasonably be expected to result in, individually or in the aggregate, material liabilities to the Company and its Subsidiaries (taken as a whole). (f) (i) no Employee Plan provides benefits to former employees of the Company, other than pursuant to Section 4980B of the Code or any similar Law; (ii) no Employee Plan is funded through a “welfare benefits fund” (as such term is defined in Section 419(e) of the Code), (iii) each Employee Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code), complies with the applicable requirements of Section 4980B(f) of the Code and (iv) each such Employee Plan (including any such Employee Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company and the Company’s Subsidiaries on or at any time after the Effective Time.

Employee Plans. (a) Section 4.18(a3.10 (a) of the Company Disclosure Letter sets forth a complete and accurate list of each all Company Employee Benefit Plans. There are no Company Employee Benefit Plans established, maintained, adopted, participated in, sponsored, contributed or required to be contributed to, provided, promised to provide, terminated by, or resulting in any material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject liability to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries entity with which the Company is considered a single employer under Section 414 414(b), (c) or (m) of the Code (an “Company ERISA AffiliateAffiliates”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. . (b) With respect to each Company Employee Benefit Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent a true, correct and complete copy of: (xi) each writing constituting a part of such Company Employee Benefit Plan (including, but not limited to, the plan document(s), adoption agreement, prototype or volume submitter documents, trust agreement, annuity contract, third party administrative contracts, and insurance contracts) and all amendments thereto; (ii) the three most recent Annual Reports (Form 5500 Series) including all applicable schedules, if required; (iii) the current summary plan description and any material modifications thereto, if required to be furnished under ERISA, or any written summary provided to participants with respect to any plan for which no summary plan description exists; (iv) the most recent annual report determination letter (or similar compliance documents if applicable, advisory or opinion letter) from the Internal Revenue Service, if any, or if an application for a determination letter is pending, the application with all attachments; and (v) all notices given to such Company Employee Benefit Plan, the Company, or any Company ERISA Affiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other governmental agency relating to such Company Employee Benefit Plan. (c) Each Company Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a), 401(f), or 403(a) of the Code and, to the extent applicable, Section 401(k) of the Code (“Qualified Company Employee Benefit Plan”), has received a favorable determination letter or opinion from the Internal Revenue Service that has not been revoked and on which the Company is currently entitled to rely, and no event has occurred and no condition exists that could reasonably be expected to adversely affect the qualified status of any such Company Employee Benefit Plan. The trusts established under the Qualified Company Employee Benefit Plans are exempt from federal income taxes under Section 501(a) of the Code. All assets of any Company Employee Benefit Plan consist of cash, actively traded securities or other assets reasonably acceptable to Parent. (d) The Company has (i) filed or caused to be filed all returns and reports on the Company Employee Benefit Plans that it and/or any such plan are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person or entity relative to any Company Employee Benefit Plan. The Company has collected or withheld all amounts that are required to be filed collected or withheld by it to discharge its obligations, and all of those amounts have been paid to the appropriate governmental authority or set aside in appropriate accounts for future payment when due. (e) No Company Employee Welfare Benefit Plan is funded. (f) Each Company Employee Benefit Plan has been operated and administered in all material respects in accordance with its terms. All contributions required to be made to any Governmental Authority Company Employee Benefit Plan (or to any person pursuant to the terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Company SEC Reports which are publicly available prior to the date of this Agreement. All such contributions representing participant contributions have been made within the time required by Department of Labor regulation section 2510.3-102. (g) The Company and the Company Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all laws and regulations applicable to the Company Employee Benefit Plans. Neither the Company nor any Company Subsidiary has engaged in any prohibited transaction, within the meaning of Section 4975 of the Code or Section 406 of ERISA, as a fiduciary or party in interest with respect to such plan any Company Employee Benefit Plan, and, to the knowledge of the Company or any Company Subsidiary, (x) no prohibited transaction has occurred with respect to any Company Employee Benefit Plan and (y) no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the plan documents administration or a written description investment of the terms assets of any International Company Employee Benefit Plan. (h) Neither the Company nor any Company ERISA Affiliates has ever established, maintained, contributed to, or had an obligation to contribute to, any Company Employee Benefit Plan that is not a “multiemployer plan,” as that term is defined in writing and Section 3(37) of ERISA, a multiple employer plan (z) any document comparable to within the determination letter reference under clause (Bmeaning of Section 413(c) of the prior sentence issued by Code) or a Governmental Authority relating multiple employer welfare arrangement (as defined in Section 3(40) of ERISA) or is subject to Title IV of ERISA or Section 412 of the Code. (i) The Company and the Company Subsidiaries have not offered to provide life, health or medical benefits or insurance coverage to any individual, or to the satisfaction family members of Law necessary any individual, for any period extending beyond the termination of the individual’s employment, except to obtain the most favorable extent required by the COBRA provisions in ERISA and the Code or any similar provisions of state law. (j) Except as described in Section 3.10(j) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not, either alone or in connection with termination of employment, (i) entitle any current or former employee, independent contractor, director, or officer of the Company or the Company Subsidiaries to severance pay, any change in control payment or any other material payment, except as expressly provided in this Agreement, (ii) accelerate the time of payment or vesting, change the form or method of payment, or increase the amount of compensation due, any such employee, independent contractor, director, or officer or (iii) entitle any such employee, independent contractor, director or officer to any gross-up or similar material payment in respect of the excise tax treatmentdescribed in Section 4999 of the Code. Neither the Company nor any Company Subsidiary has taken any action that would result in its incurring any obligation for any payments or benefits described in subsections (i), (ii) or (iii) of this Section 3.10(j) (without regard to whether the transactions contemplated by this Agreement are consummated) except to the extent required in a written plan, contract or agreement in existence as of the date of this Agreement. (k) There are no suits, actions, proceedings, investigations, claims or orders pending or, to the knowledge of the Company, threatened against the Company, any Company Subsidiary or any Company Employee Benefit Plan related to any Company Employee Benefit Plan (other than claims in the ordinary course of business). No Company Employee Benefit Plan is subject to any ongoing audit, investigation, or other administrative proceeding of any governmental entity, and no Company Employee Benefit Plan is the subject of any pending application for administrative relief under any voluntary compliance program or closing agreement program of the Internal Revenue Service or the Department of Labor. (l) The Company has the right to amend or terminate each Company Employee Benefit Plan at any time without incurring any liability other than with respect to benefits that have already accrued under a Company Employee Pension Benefit Plan. (m) Neither the Company nor any Company ERISA Affiliate has a formal plan, commitment, or proposal, whether legally binding or not, nor has any of them made a commitment to employees, officers, directors, consultants or independent contractors to create any additional Company Employee Benefit Plan or modify, change or terminate any existing Company Employee Benefit Plan, and no such plan, commitment or proposal is under serious consideration. No events have occurred or are expected to occur with respect to any Company Employee Benefit Plan that would cause a material change in the cost of providing the benefits under such plan or would cause a material change in the cost of providing for other liabilities of such plan.

Employee Plans. (a) Section 4.18(a) of Except as set forth in Schedule 2.18(a), neither the Company Disclosure Letter sets forth a complete nor any of its Subsidiaries sponsors or maintains or has any liability or obligation with respect to, and accurate list at any time during the past five years or, if longer, for any period for which an applicable statute of each material Employee Plan. For purposes of this Agreementlimitations has not expired, “Employee Plan” means each (i) “has not sponsored, maintained or had any liability or obligation with respect to, any "employee benefit plan” (," as defined in under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to ERISA and (ii) any other employmentbonus, bonuspension, stock option, stock purchase or other equity-basedpurchase, benefit, incentive compensationwelfare, profit profit-sharing, savings, retirement (including early retirement and supplemental retirement), disability, vacation, severance, hospitalization, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control compensation and other similar fringe, welfare fringe or other employee benefit planplans, programfunds, agreementprograms or arrangements, contractwhether written or oral ("Employee Plans"), policy or binding arrangement (whether or not in writing) each of the foregoing cases which cover, are maintained or contributed to for the benefit of of, or relating relate to any or all current or former employee or director employees of the Company. Schedule 2.18(a) sets forth a true and complete list of all Employee Plans which cover, are maintained for the benefit of, or relate to any or all employees of the Seller or its affiliates who are assigned to or perform services primarily for the business of the Company or its Subsidiaries or any other trade or (the "Business Employees," and such Employee Plans hereinafter referred to as the "Seller Plans"). For purposes of determining Business Employees, a person shall be deemed to be performing services primarily for the business (whether or not incorporated) which would be treated as a single employer with of the Company or any of its Subsidiaries under Section 414 if such person spends at least 50% of their working time in the conduct of the Code (an “ERISA Affiliate”), or with respect to which business of operations of the Company or its Subsidiaries. (b) The Company and its Subsidiaries have no current or former employees. Schedule 2.18(b) sets forth a true and complete list showing the names of all Business Employees. Except as set forth on Schedule 2.18(b), there are no contracts, agreements, plans or arrangements covering any Business Employee with "change of control", severance or similar provisions that would be triggered as a result of the consummation of this Agreement or that could otherwise result in liability to the Company or its Subsidiaries. To the Seller's and the Company's knowledge, no Business Employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee's efforts to promote the interests of the Company or the Buyer or that would conflict with the Company's or its Subsidiaries' business as conducted or proposed to be conducted. (c) None of the employees who provide services to the Company or its Subsidiaries are covered by collective bargaining agreements and, to the Seller's knowledge, there are no union or labor organization efforts respecting such employees. (d) Neither the Company nor any of its Subsidiaries has will have any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating liability to any compliance issues in respect person for compensation pursuant to employment or termination of any such Employee Plan. With respect to each material International Employee Plan, to employment as a result of consummating the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued transactions contemplated by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentthis Agreement.

Employee Plans. (a) Section 4.18(aAll employee benefit, welfare, bonus, deferred compensation, pension, profit sharing, stock option, employee stock ownership, consulting, severance, or fringe benefit plans, formal or informal, written or oral and all trust agreements related thereto, relating to any present or former directors, officers or employees of MAF or a MAF Subsidiary (collectively, the “MAF Employee Plans”) have been maintained, operated, and administered in compliance with their terms in all material respects and currently comply, and have at all relevant times complied, in all material respects with the applicable requirements of ERISA, the Company Disclosure Letter sets forth Code, and any other applicable Laws. (b) With respect to each MAF Employee Plan which is a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” pension plan (as defined in Section 3(33(2) of ERISA) (i) except for recent amendment(s) to the plans not materially affecting the qualified status of the plans (which are disclosed in, whether or not subject to ERISA and (iicopies of that are attached to, Section 5.9(b) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirementof the MAF Disclosure Letter), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement each pension plan as amended (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writingany trust relating thereto) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code; Code (such plans identified on said Section 5.9(b) of the MAF Disclosure Letter as the “MAF Qualified Plans”) either (A) has been determined by the IRS to be so qualified, (B) is the subject of a pending application for such determination that was timely filed, or (C) will be submitted for such a determination prior to the current plan documents end of the “remedial amendment period” within the meaning of Section 401(b) of the Code, (ii) there is no accumulated funding deficiency (as defined in Section 302 of ERISA and summary plan descriptionsSection 412 of the Code), whether or not waived, and no waiver of the minimum funding standards of such sections has been requested from the IRS, (iii) neither MAF nor any of MAF Subsidiary has provided, or a written description is required to provide, security to any pension plan pursuant to Section 401(a)(29) of the terms Code, (iv) the fair market value of the assets of each defined benefit plan (as defined in Section 3(35) of ERISA) intended to be qualified under Section 401(a) of the Code exceeds the value of the “benefit liabilities” within the meaning of Section 4001(a)(16) of ERISA under such defined benefit plan as of the end of the most recent plan year thereof ending prior to the date hereof, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such defined benefit plan as of the date hereof, (v) no reportable event described in Section 4043 of ERISA for which the thirty (30) day reporting requirement has not been waived has occurred, (vi) no defined benefit plan intended to be qualified under Section 401(a) of the Code has been terminated without first receiving a determination letter from the IRS, nor has the PBGC instituted proceedings to terminate a defined benefit plan or to appoint a trustee or administrator of a defined benefit plan, and no circumstances exist that constitute grounds under Section 4042(a)(2) of ERISA entitling the PBGC to institute any such proceedings, and (vii) no pension plan is a “multiemployer plan” within the meaning of Section 3(37) of ERISA or a “multiple employer plan” within the meaning of 413(c) of the Code. (c) Neither MAF nor any MAF Subsidiary has incurred any liability to the PBGC with respect to any “single employer plan” within the meaning of Section 4001(a)(15) of ERISA currently or formerly maintained by any Person considered one employer with it under Section 4001 of ERISA or Section 414 of the Code, except for premiums all of which have been paid when due. Neither MAF nor any MAF Subsidiary has incurred any withdrawal liability with respect to a multiemployer plan under Subtitle E of Title IV of ERISA. To the Knowledge of MAF, there is no basis for any Person to assert that MAF or any MAF Subsidiary has an obligation to institute any MAF Employee Plan or any such other arrangement, agreement or plan. (d) With respect to any insurance policy that heretofore has or currently does provide funding for benefits under any MAF Employee Plan, (i) as of the date hereof, there is no material liability on the part of MAF or any MAF Subsidiary in the nature of a retroactive or retrospective rate adjustment, loss sharing arrangement, or other actual or contingent liability, nor would there be any such liability if such insurance policy was terminated, and (ii) no insurance company issuing such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the Knowledge of MAF, no such proceeding with respect to any such insurer is imminent. (e) Neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby will (i) constitute a stated triggering event under any MAF Employee Plan that will result in any payment (whether of severance pay or otherwise) becoming due from MAF or any MAF Subsidiary to any present or former officer, employee, director, stockholder, consultant or dependent of any material of the foregoing or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any present or former officer, employee, director, stockholder, consultant, or dependent of any of the foregoing. Neither MAF nor any MAF Subsidiary has any obligations for retiree health and life benefits under any MAF Employee Plan, program or contract. To the Knowledge of MAF, there are no restrictions on the rights of MAF or MAF Subsidiaries to amend or terminate any such MAF Employee Plan without incurring any liability thereunder. (f) Section 5.9(f)(i) of the MAF Disclosure Letter identifies each MAF Employee Plan that is not in writing; non-qualified, including those deferred compensation plans identified as the “MAF Deferred Compensation Plans” (Dcollectively, the “MAF Non-Qualified Plans”), and Section 5.9(f)(ii) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect MAF Disclosure Letter identifies each MAF Non-Qualified Plan that has a trust for the benefit of any such Employee the participants of the MAF Non-Qualified Plan. With respect MAF and each applicable MAF Subsidiary have accrued expenses, on a basis consistent with U.S. GAAP, for the value of all of the required distributions due and owing or expected to each material International Employee Plan, to become due and owing under any MAF Non-Qualified Plans as of the extent applicable, the Company has made available to Parent (x) end of the most recent annual report fiscal quarter and any trust maintained by MAF for the benefit of the participants in a MAF Non-Qualified Plan has adequate balances to pay any and all “benefit liabilities” due. (g) Neither the execution of this Agreement nor the undertaking or similar compliance documents required consummation of any transaction contemplated by this Agreement shall (i) constitute a partial termination of the MAF Bank Employee Stock Ownership Plan (the “ESOP”) or otherwise require or compel the termination of the ESOP or (ii) prevent or impose limitations on or otherwise restrict National City’s ability to be filed with assume, continue, maintain, administer, terminate or take any Governmental Authority other action with respect to such plan (y) any MAF Employee Benefit Plan, including, but not limited to, the plan documents or a written description of ESOP. There are no outstanding loan obligations under the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentESOP.

Employee Plans. (a) Section 4.18(a3.13(a) of the Company Disclosure Letter Schedule sets forth a complete and accurate list of each all material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “"employee benefit plan” (plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether and all material bonus or not subject to ERISA and (ii) other employment, bonusincentive compensation, stock option, stock award, stock purchase or other equity-based, benefit, incentive based compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, terminationsick leave, retentionvacation, change of control and other similar fringesalary continuation, welfare medical, life insurance, scholarship, company car, or other employee benefit loan plan, program, agreement, contract, policy or binding arrangement agreement except government-mandated plans (whether each a "COMPANY EMPLOYEE BENEFIT PLAN" and collectively, the "COMPANY EMPLOYEE BENEFIT PLANS") which the Company or any of its Subsidiaries has any obligation to or liability for contingent or otherwise with respect to any current or former employee or director. None of the Company Employee 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) True, correct and complete copies of the following documents, with respect to each of the Company Employee Benefit Plans have been made available to Parent by the Company: (i) any plans and related trust documents, and amendments thereto; (ii) the most recent Forms 5500 and schedules thereto; (iii) the most recent Internal Revenue Service ("IRS") determination letter; (iv) the most recent financial statements and actuarial valuations, if applicable; (v) summary 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, (i) all material payments required to be made by or under 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) the Company and its 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. (d) 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 subject to Title IV of ERISA ("TITLE IV PLANS"). As of the date hereof, 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 in Section 4001(a)(16) of ERISA 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 knows of no fact which would adversely affect the qualified status of any such Plan or the exemption of such trust. (f) Except as set forth in writingSection 3.13(f) maintained of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will by itself or contributed to for in combination with any other event, except as expressly contemplated by this Agreement, (i) result in any payment becoming due, or increase the benefit amount of compensation or relating benefits to any current or former employee or director of the Company, Company or any of its Subsidiaries Subsidiaries; or (ii) result in the acceleration of the time of payment or vesting of any other trade compensation or business (whether benefits to any current or not incorporated) which would be treated as a single employer with former employee and director of the Company or any of its Subsidiaries or increase any benefits under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the any Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Benefit Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each all (i) “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA); and (ii) other material employment, consulting, bonus, stock option, phantom stock, stock appreciation, stock purchase or other equity-based, benefit, incentive compensation, commission, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentivepaid time off, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, post-employment, retention, change of in control compensation and other similar material fringe, welfare or other employee compensation or benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) sponsored, maintained or contributed to for (or required to be contributed) by the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries Company Group or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the any Company or any of its Subsidiaries under Group Member pursuant to Section 414 of the Code (an “ERISA Affiliate”), ) to which any Company Group Member is a party or with respect to which the any Company or any of its Subsidiaries Group Member has any current material Liabilityliability, contingent or otherwise (collectively, the “Employee Plans”). With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with under ERISA or the IRS Code, if any, for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan since January 1, 2017; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee or individual service provider of any Company Group Member whose principal work location is outside of the United States (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing plan; and (z2) any document comparable to the determination letter reference under referenced pursuant to clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each the date hereof, of all material Employee PlanPlans. For purposes of this Agreement, “Employee Plan” means each shall mean (collectively) (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA; and (ii) all other material employment, natural person consultant or other service, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of in control compensation and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) (x) sponsored, maintained or contributed to for the benefit of (or relating required to be contributed to) by any current or former employee or director member of the Company, any of its Subsidiaries Company Group; or any other trade or business (whether or not incorporatedy) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or otherwise with respect to which the Company or any of its Subsidiaries Group has any current material Liabilityliability, contingent or otherwise. With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan during the past three years; and (F) 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 PlanPlans”), to the extent applicable, the Company has made available to Parent (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing plan; and (z2) any document comparable to the determination letter reference under referenced pursuant to clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 4.18(aSchedule 3.9(a) of the Company Disclosure Letter Schedules sets forth a forth, as of the date hereof, to the extent permitted under applicable Privacy Obligations, an accurate and complete and accurate list of each material Employee Plan. For Business Employee, including for each such Business Employee, their name (redacted to the extent required by applicable Law), employing legal entity, job title (and if different from such job title, position), status as exempt/non-exempt from applicable wage and hour Laws and full or part-time status, base salary and bonus opportunities (which, for purposes of this Agreement, “shall include commissions) payable to such Business Employee in Seller’s fiscal year 2021, the Business Employee’s date of hire, visa/work permit type and status (as applicable), the primary geographic location of their employment (including work country and state in which the employee provides services), and as of the date hereof, broken down into the following categories: (A) active, and (B) on an approved leave of absence, the type of leave and the anticipated date of return, and (ii) individual who is performing services for any Seller Party in relation to the Business who is classified as an independent contractor, including the respective compensation of each such Person, and primary country, state and county in which each such Person provides services, where applicable, with the Seller Parties. (b) Schedule 3.9(b) of the Disclosure Schedules sets forth an accurate and complete list of all material Employee Plans. Section 3.9(b) of the Disclosure Schedules also separately designates which Employee Plans are subject to the Laws of any jurisdiction outside of the United States and separately lists such jurisdiction. With respect to each such Employee Plan” means each , Seller has provided or made available to Buyer an accurate and complete copy of (i) each Employee Plan and all amendments thereto, and a written description of any unwritten Employee Plan; and (ii) to the extent applicable, (1) the most recent annual financial and actuarial reports and any accompanying schedules, (2) the current summary plan description and any summaries of material modifications, and (3) the most recent IRS determination or opinion letter regarding the tax-qualified status of such Employee Plan. (c) Schedule 3.9(c) of the Disclosure Schedules sets forth an accurate and complete list of each equity or equity-based award held by a Business Employee, which schedule includes for each such equity or equity-based award: (i) the name of the award holder, (ii) the date of grant, (iii) the number of shares subject to, or otherwise underlying such award and the type of award (with such number determined at “employee benefit plantarget” and at “maximum” in the case of performance-based awards), (iv) the per share grant date fair value, exercise price, or threshold value, as applicable and (v) the applicable vesting schedule (and the terms of any acceleration rights thereof). (d) With respect to the Employee Plans: (i) no event has occurred and there exists no condition or set of circumstances in connection with which Seller or any of its Affiliates could be subject to any material Liability under the terms of such Employee Plan, ERISA or the Code, or other applicable Law in respect of any Business Employees, (ii) each of the Employee Plans has been established, operated, administered and funded in all material respects in accordance with its terms and applicable Law and (iii) each Employee Plan intending to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter as to such qualification from the IRS and no event has occurred, either by reason of any action or failure to act, which would reasonably be expected to cause the loss of any such qualification or the imposition of any material Liability, penalty or Tax under ERISA, the Code or other applicable Law. (e) None of the Employee Plans is, and none of the Seller Parties or any entity, trade or business that is, or was at the relevant time, an ERISA Affiliate, has ever sponsored, established, maintained, contributed to, or been required to contribute to or in any way has any Liability (whether on account of an ERISA Affiliate or otherwise), directly or indirectly, with respect to any plan that is, (i) subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code or a “defined benefit” plan within the meaning of Section 414(i) of the Code or Section 3(35) of ERISA (whether or not subject thereto), (ii) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA), (iii) a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA, (iv) a “multiple employer welfare arrangement” (as defined in Section 3(33(40) of ERISA), whether ) or not subject to ERISA and (iiv) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is plan maintained in connection with any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under trust described in Section 401(a501(c)(9) of the Code; . (Cf) Except where required by Law, neither the current plan documents execution and summary plan descriptionsdelivery of this Agreement nor the consummation of the transactions contemplated hereby, either alone or in conjunction with any other event, will (i) result in any payment becoming due, or a written description of increase the terms amount of any material Employee Plan that is not in writing; (D) any related trust agreementscompensation or benefits due, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of Business Employee, (ii) increase any such Employee Plan. With respect to each material International benefits otherwise payable under any Employee Plan, to the extent applicable, the Company has made available to Parent (xiii) the most recent annual report or similar compliance documents required to be filed with result in any Governmental Authority with respect to such plan (y) the plan documents or a written description acceleration of the terms time of payment, vesting or funding of any International payment or benefit, or the forgiveness of indebtedness of any Business Employee Plan that is not or (iv) result in writing and (z) the forfeiture or loss of any document comparable to the determination letter reference under clause (Bpayment or benefit by any Business Employee, except as set forth on Schedule 3.9(f) of the prior sentence issued Disclosure Schedules. No payments or benefits payable pursuant to this Section 3.9(f) will be subject to an excise Tax or non-deductible Tax under Section 4999 or 280G, respectively, of the Code. No Business Employee is entitled to receive any additional payment (including any tax gross-up or other payment) as a result of the imposition of any excise Taxes required by Section 4999 of the Code or any Taxes required by Section 409A of the Code. (g) As of the date of this Agreement, no Employee Plan is under audit or examination (nor has written notice been received of a potential audit or examination) by any Governmental Authority relating to Authority. (h) None of the satisfaction Employee Plans provide medical, health, life, or other welfare benefits for present employees after retirement, except as may be required by Section 4980B of Law necessary to obtain the most favorable tax treatmentCode and Section 601 of ERISA, any other applicable Law, or at the sole expense of the participant or the participant’s beneficiary.

Employee Plans. (a) Section 4.18(aSections 3.18(a)(i) and 3.18(a)(ii) of the Company Disclosure Letter sets Letter, respectively, set forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) all other material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise (together the “Employee Plans”). With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent Newco complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With ; and (F) with respect to each material Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax treatment. All contributions, premiums and other payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for and no Employee Plan has any unfunded liability that has not been fully accrued. (b) No Employee Plan is, and neither the Company nor any of its ERISA Affiliates has any current or potential liability with respect to, (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) or (iii) subject to Section 302 of Title I of ERISA, Section 412 of the Code or Title IV of ERISA. (c) Each Employee Plan has been maintained, funded, operated and administered in all material respects in accordance with its terms and with all applicable law, including the applicable provisions of ERISA, the Code and any applicable regulatory guidance issued by any Governmental Authority. (d) No Employee Plan in existence prior to January 1, 2005 that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) and not subject to Section 409A of the Code has been materially modified (as defined under Section 409A of the Code) since October 3, 2004 and all Employee Plans subject to Section 409A of the Code have been operated and administered in good faith compliance with Section 409A of the Code from the period beginning December 31, 2004 through the date hereof. (e) As of the date hereof, there are no material Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) No Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA provides post-termination or retiree life insurance, health or other welfare benefits to any person, except as may be required by Section 4980B of the Code or any similar law. (h) Each Employee Plan that is intended to be “qualified” under Section 401(a) of the Code has received a favorable determination letter from the IRS to such effect and, to the Knowledge of the Company, no fact, circumstance or event has occurred or exists that would reasonably be expected to materially and adversely affect the qualified status of any such Employee Plan.

Employee Plans. (a) Section 4.18(a33(a) of the Company Disclosure Letter sets forth a complete lists all health, welfare, fringe benefit, dental, life insurance, supplemental unemployment benefit, bonus, profit sharing, option, insurance, incentive, incentive compensation, deferred compensation, share purchase, share compensation, disability, severance, termination, change of control, retirement, savings, pension or supplemental retirement plans and accurate list of other employee or director employment, compensation or benefit plans, policies, trusts, funds, arrangements, programs, practices, Contracts or other agreements, whether written or oral, including each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended (as defined in Section 3(3) of “ERISA”), whether or not subject to ERISA and (iii) other employmentwhich are sponsored, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of by, or relating to any current or former employee or director of the Companybinding upon, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 for the benefit of directors or former directors of the Code (an “ERISA Affiliate”)Company or any of its Subsidiaries, Company Employees or former Company Employees, or with (ii) in respect to of which the Company or any of its Subsidiaries has any actual or potential liability (collectively, the “Employee Plans”), but excluding any statutory plans with which the Company is required to comply. (b) The Company has disclosed in the Data Room correct and complete copies of all the Employee Plans as amended, together with all related documentation including: (i) summary plan descriptions and summaries of material modifications; (ii) the most recent U.S. Internal Revenue Service (“IRS”) determination or opinion letter (if applicable); (iii) the most recent annual reports to any Governmental Entity and attached schedules (including on Form 5500); (iv) financial statements and asset statements (audited and unaudited); (v) funding and investment management agreements (including insurance policies), (vi) trust agreements; (vii) third party administrator contracts, (viii) material correspondence with any Governmental Entity or any other relevant Person, including the IRS, the U.S. Department of Labor (the “DOL”), the U.S. Pension Benefit Guaranty Corporation (the “PBGC”) and the U.S. Securities and Exchange Commission (the “SEC”); and (ix) all other written communications (or a description of all oral communications) by the Company or any of its Subsidiaries to current or former Company Employees or other Employee Plan beneficiaries concerning the extent of the benefits provided under any Employee Plan. No changes have occurred or are expected to occur which would materially affect the information contained in the financial statements or asset statements required to be provided to the Purchaser. (c) Each Employee Plan is and has been established, registered, qualified and, in all material Liabilityrespects, administered in accordance with Law (including, if applicable, ERISA and Section 401(a) of the Code) and in accordance with its terms, the terms of the material documents that support such Employee Plan and the terms of agreements between the Company and/or any of the Subsidiaries, as the case may be, and their respective employees and former employees who are members of, or beneficiaries under, the Employee Plan. No fact or circumstance exists which could adversely affect the registered status of any such Employee Plan. Each Employee Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter from the IRS to the effect that the Employee Plan satisfies the requirements of Section 401(a) of the Code and that its related trust is exempt from taxation under Section 501(a) of the Code, and there are no facts or circumstances that would reasonably be expected to cause the loss of such qualification. With respect to each Employee Plan, all reports, returns, notices and other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 documentation required to have been filed with or furnished to any Governmental Entity, including the IRS for each IRS, the DOL, the PBGC or the SEC, or to the participants or beneficiaries of such Employee Plan, have been filed or furnished on a timely basis. Each Employee Plan subject to Section 409A of the Code is in compliance in form and operation with Section 409A of the Code and the applicable guidance and regulations thereunder. Neither the Company, nor any of its agents or delegates, has breached any fiduciary obligation under ERISA with respect to the administration or investment of any Employee Plan. (d) All current obligations of the Company or any of its Subsidiaries regarding the Employee Plans have been satisfied. All contributions, (including all schedules thereto; (B) employer contributions and employee salary reduction contributions), premiums or taxes required to be made or paid by the most recent determination letterCompany or any of its Subsidiaries, as the case may be, under the terms of each Employee Plan or by Law in respect of the Employee Plans have been made in a timely fashion in accordance with Law in all respects and in accordance with the terms of the applicable Employee Plan, or if anynot required to have been paid as of the date of this Agreement, have been properly accrued on the financial statements in compliance with applicable accounting principles. No currently outstanding notice of underfunding, non-compliance or failure to be in good standing has been received by the Company or any of its Subsidiaries from the IRS for any applicable Governmental Entity in respect of any Employee Plan that is intended a pension or retirement plan. (e) With respect to qualify each Employee Plan, there are no pending investigations, audits, examinations or other proceedings, actions or claims initiated by any Governmental Entity (including any routine requests for information from the PBGC), or by any other party (other than routine claims for benefits) and there exists no state of facts which, after notice or lapse of time or both, would reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration or qualification of any Employee Plan required to be registered or qualified. No written or oral communication has been received from the PBGC in respect of any Employee 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 contemplated herein. There are no audits or actions initiated pursuant to the U.S. Employee Plans Compliance Resolution System or similar proceedings pending with the IRS or DOL with respect to any Employee Plan, including with respect to any Employee Plan’s compliance with or exemption from Section 409A of the Code. (f) No Employee Plan is a “registered pension plan” as such term is defined in the Tax Act. (g) No non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred involving any Employee Plan. (h) None of the Employee Plans (other than pension plans, deferred profit sharing plans or group registered retirement plans) provide for retiree benefits or for benefits to retired employees or to the beneficiaries or dependants of retired employees, except as may be required under Law, including the U.S. Consolidate Omnibus Budget Reconciliation Act, and at the expense of the Company Employee or former Company Employee. (i) No provision of any Employee Plan, and no act or omission of the Company, in any way limits, impairs, modifies or otherwise affects the right of the Company to unilaterally amend or terminate any Employee Plan, and no commitments to improve or otherwise amend any Employee Plan have been made. (j) All employee data necessary to administer each Employee Plan in accordance with its terms and conditions and Law is in possession of the Company or its agents and such data is complete, correct, and in a form which is sufficient for the proper administration of each Employee Plan. (k) None of the Company, its Subsidiaries, or any of their respective ERISA Affiliates, sponsor, participate in or have any liability under, or have ever sponsored, participated in or had any liability under a defined benefit pension plan (including any such plan as defined in Section 401(a3(35) of the Code; ) or any plan subject to Section 412 of the Code or Section 302 of ERISA. For greater certainty, no Employee Plan contains a “defined benefit provision” as such term is defined in subsection 147.1(1) of the Tax Act. For purposes of this Agreement, an “ERISA Affiliate” is an entity that, together with the Company or any of its Subsidiaries, would be treated as a single employer under Section 4001 of ERISA or Section 414 of the Code. No Employee Plan is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (C) a “Multiemployer Plan”), and none of the current plan documents and summary plan descriptionsCompany, its Subsidiaries or their ERISA Affiliates has at any time maintained or contributed to, or had any liability in respect of, any Multiemployer Plan. No event has occurred and no condition exists that would, by reason of the Company’s or any Subsidiary’s affiliation with any of their ERISA Affiliates, subject the Company or any of its Subsidiaries to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws. (l) For each Employee Plan with respect to which a written description Form 5500 has been filed, no material change has occurred with respect to the matters covered by the most recent Form 5500 since the date of such Form 5500. Neither the Company nor any of its Subsidiaries has any plan or Contract, whether legally binding or not, or has announced (orally or in writing) an intention to create any additional employee benefit or compensation plans, policies or arrangements or, except as may be required by applicable Law, to modify, suspend or terminate any Employee Plan. (m) No Employee Plan is a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. (n) All Company Options have an exercise price per Class A Share that may be purchased thereunder that was not less than the “fair market value” of such Class A Share on the date of grant, as determined in accordance with the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Planapplicable granting instrument and, to the extent applicable, Sections 409A and 422 of the Code. All Company Options have been properly accounted for by the Company has made available or its Subsidiaries, as applicable, on their respective financial statements, and no change is expected in respect of any prior financial statement relating to Parent (x) the most recent annual report expenses for stock compensation. There is no pending audit or similar compliance documents required to be filed with action by any Governmental Authority Entity or by the Company or any of its Subsidiaries with respect to such plan (y) the plan documents Company’s or a written description any of its Subsidiaries’ stock option granting practices or other equity compensation practices. All Company Options are exempt stock rights under Section 409A of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentCode.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each material Employee Plan. For purposes the date hereof, of this Agreement, “Employee Plan” means each (i) all material “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA; and (ii) all other material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of in control compensation and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or and with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise (collectively, the “Employee Plans”). With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents Contracts of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With Plan during the past three years; and (F) 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 whose principal work location is outside of the United States (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing plan; and (z2) any document comparable to the determination letter reference under referenced pursuant to clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 4.18(a2.18(a)(i) and Section 2.18(a)(ii) of the Company Disclosure Letter sets Schedule, respectively, set forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) all “employee benefit planplans” (as defined in Section 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, savings, retirement (including early retirement equity-like, pension, retiree medical, life and disability insurance, supplemental retirement), retirement, disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee material benefit planor compensation plans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained maintained, sponsored or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has or could reasonably be expected to have any current material Liabilityliability (together the “Employee Plans”). With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the three most recent annual report reports on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptionsdescriptions and a summary of material modifications, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices material correspondence to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With the Pension Benefit Guaranty Corporation; (F) with respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax treatment; and (G) the most recently prepared actuarial report and financial statements in connection with each Employee Plan. (b) Except as set forth in Section 2.18(b) of the Company Disclosure Schedule, no Employee Plan is, and neither the Company nor any of its Subsidiaries has any current or potential liability or obligation under or with respect to, (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) or (iii) any plan subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. (c) Each Employee Plan has been maintained, operated, funded and administered in all material respects in compliance with its terms and with all applicable Law, including the applicable provisions of ERISA and the Code. (d) All Employee Plans subject to Section 409A of the Code are in compliance the Section 409A and the regulations issued pursuant thereto. (e) Except as set forth in Section 2.18(e) of the Company Disclosure Schedule, (i) there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan, other than routine claims for benefits and (ii) no Effect exists or has occurred that could reasonably be expected to give rise to any such Legal Proceeding. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) Except as set forth in Section 2.18(g) of the Company Disclosure Schedule, (i) no Employee Plan provides post-termination or retiree life insurance, health or other welfare benefits to any person, except as required by COBRA or any similar law and (ii) the Company has never represented, promised or contracted (whether in oral or written form) to any employee (either individually or to employees as a group) or any other Person that such employee or other Person would be provided with retiree health, disability, or life insurance benefits, except to the extent required by statute. (h) Except as set forth in Section 2.18(h) of the Company Disclosure Schedule: (i) each Employee Plan that is intended to be “qualified” under Section 401 of the Code has received a favorable determination letter from the IRS to such effect and, to the Knowledge of the Company, no fact, circumstance or event has occurred or exists that would reasonably be expected to adversely affect the qualified status of such Employee Plan; (ii) all contributions, premiums and other payments with respect to any Employee Plan for any time period ending on or before the Effective Time have been timely made, accrued or reserved for; and (iii) except as required by applicable Law or this Agreement, no condition or term under any relevant Employee Plan exists which would prevent Parent or the Surviving Corporation or any of its Subsidiaries from terminating, amending or otherwise discontinuing any Employee Plan without material liability to Parent or the Surviving Corporation or any of its Subsidiaries. (i) Except as set forth in Section 2.18(i) of the Company Disclosure Schedule, neither the execution or delivery of this Agreement by the Company nor the consummation of the Merger will (i) result in any payment or benefit becoming due or payable, or required to be provided, to any current or former director, employee or independent contractor of the Company or any of its Subsidiaries; (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor; or (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation. (j) The Company has not incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course of business consistent with past practice), including any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any multi-employer or multiple employer plan, and no fact or Effect exists or has occurred which could give rise to any such liability. No reportable event, as described in Section 4043 of ERISA, has occurred with respect to any such Employee Plan. (k) Since January 1, 2006, the Company has not terminated, suspended, discontinued contributions to or withdrawn from any employee pension benefit plan, as defined in Section 3(2) of ERISA.

Employee Plans. (a) Section 4.18(a4.11(a) of the Company AGT Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “Schedule lists all "employee benefit plan” (plans," as defined in Section 3(3) of ERISA), whether or not subject to the ERISA and all other employee benefit plans or other benefit arrangements, including executive compensation, directors' benefit, bonus or other incentive compensation, severance and deferred compensation plans and practices which AGT or any of its subsidiaries maintains, is a party to, contributes to or has any obligation to or liability for (each an "AGT Benefit Plan" and collectively, the "AGT Benefit Plans"). (b) True, correct and complete copies or descriptions of each AGT Benefit Plan (and, where applicable, the most recent summary plan description, actuarial report, determination letter, most recent Form 5500 and trust agreement) have been made available to the Company for review prior to the date hereof. (c) As of the date hereof, except as disclosed on Section 4.11(c) of the AGT Disclosure Schedule, (i) all material payments required to be made by or under any AGT Benefit Plan, any related trusts, or any collective bargaining agreement have been made; (ii) other employmentAGT and its subsidiaries have performed all material obligations required to be performed by them under any AGT Benefit Plan; (iii) the AGT Benefit Plans have been administered in material compliance with their terms and the requirements of ERISA, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control the Code and other similar fringeapplicable laws; (iv) there are no actions, welfare suits, arbitrations or claims (other employee benefit planthan routine claims for benefit) pending or, programto the knowledge of AGT, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating threatened with respect to any current or former employee or director AGT Benefit Plan; and (v) AGT 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 CompanyCode) for any excise tax or civil penalty. (d) Except as disclosed on Section 4.11(d) of the AGT Disclosure Schedule, none of the AGT Benefit Plans is subject to Title IV of ERISA. (e) Except as set forth on Section 4.11(e) of the AGT Disclosure Schedule, AGT 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 4.11(f) of the AGT Disclosure Schedule sets forth a list of all "employee pension plans," as defined on Section 3(2) of ERISA, maintained by AGT or any of its Subsidiaries or subsidiaries on any other trade or business (whether or not incorporated) which would be are under control, or which are treated as a single employer employer, with the Company or any of its Subsidiaries AGT under Section 414 414(b), (c), (m) or (o) of the Code (an “"AGT ERISA Affiliate”"), or with respect to which AGT, its Subsidiaries or any AGT ERISA Affiliate contributed or is obligated to contribute thereunder ("AGT Pension Plans"). Except as set forth on Section 4.11(f) of the Company AGT Disclosure Schedule, each of the AGT 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 AGT, there is no fact which would adversely affect the qualified status of any such AGT Pension Plan. (g) Except as set forth on Section 4.11(g) of the AGT Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due, or increase the amount of compensation due, to any current or former employee of AGT or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules theretosubsidiaries; (Bii) increase any benefits otherwise payable under any AGT Benefit Plan; or (iii) result in the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) acceleration of the Code; (C) the current plan documents and summary plan descriptions, time of payment or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect vesting of any such Employee Plan. With respect to each material International Employee Plan, benefits. (h) If and to the extent applicable, no AGT Benefit Plan has or has incurred an accumulated funding deficiency within the Company meaning of Section 302 of ERISA or Section 412 of the Code, nor has made available to Parent (x) any waiver of the most recent annual report minimum funding standards of Section 302 of ERISA and Section 412 of the Code been requested of or similar compliance documents required to be filed with any Governmental Authority granted by the IRS with respect to any AGT Benefit Plan, nor has any lien in favor of any such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference arisen under clause (BSection 412(n) of the Code or Section 302(f) of ERISA. Except as indicated on Schedule 4.11(h) of the AGT Disclosure Schedule, no AGT Benefit Plan is self funded by AGT. Except as disclosed on Schedule 4.11(h) of the AGT Disclosure Schedule, with respect to any insurance policy providing funding for benefits under any AGT Benefit Plan, there is no liability of AGT 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 sentence issued by a Governmental Authority relating to the satisfaction execution of Law necessary to obtain this Agreement, nor would there be any such liability if AGT cancelled such policy as of the most favorable tax treatmentdate hereof.

Employee Plans. (a) Section 4.18(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this AgreementSection 7.17 and Article 6, “the term "Employee Plan” means each (i) “" includes all pension, superannuation, retirement, disability, medical, dental or other health insurance plans, life insurance or other death benefit plans, profit sharing, deferred compensation, stock option, bonus or other incentive plans, vacation benefit plans or policies, severance or redundancy plans or other employee benefit plans or arrangements, including, without limitation, any "pension plan” " ("Pension Plan") as defined in Section 3(33(2) of ERISA), and any "welfare plan," as defined in Section 3(1) of ERISA, and including foreign plans not subject to ERISA, whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Companyforegoing is funded, (a) to which any of its Subsidiaries Acquired Company is a party or any other trade or business by which it is bound; (whether or not incorporatedb) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which any Acquired Company has made any payments or contributions; (c) to which any Acquired Company may otherwise have any Liability; or (d) under which any Company Employee is eligible to participate or benefit. Notwithstanding the foregoing, an Australia Superannuation fund that is not nor has ever been administered by an Australia Acquired Company or any shall be considered an "Employee Plan" solely for purposes of its Subsidiaries has any current material LiabilitySections 7.17.11, 7.17.12, 7.17.20 and 7.17.21. With respect to True, correct and complete copies of each Employee Plan, other than along with related trusts, insurance and group annuity contracts, have been made available to Acquisition LP. The most recent Form 5500 for each Employee Plan for which such report is required to be filed, and summary plan descriptions have also been made available to Acquisition LP. As to each Pension Plan subject to Title IV of ERISA, the most recent actuarial report and valuation has been provided to Acquisition LP. "Employee Plan" shall not include any government-sponsored employee benefit arrangements. Each Employee Plan is set forth on Schedule 7.17(a); if an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for oral or has been orally modified or amended, a summary of the benefit material features of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any such Employee Plan that or amendment or modification is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Planincluded on Schedule 7.17(a). With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.Except as set forth on Schedule 7.17(b):

Employee Plans. (a) Section 4.18(a) All accrued obligations of the Company, whether arising by operation of law, by contract or past custom, or otherwise, for payments by the Company to trusts or other funds or to any Governmental Entity, with respect to unemployment compensation benefits, social security benefits or any other benefits or obligations, with respect to employment of employees through the date hereof have been paid or adequate accruals therefor have been made in the Financial Statements, and adequate accruals for all such obligations will be made through the Closing Date. All reasonably anticipated obligations of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA)with respect to employees, whether arising by operation of law, by contract, by past custom, or not subject otherwise, for salaries, vacation and holiday pay, sick pay, bonuses and other forms of compensation payable to ERISA employees in respect of the services rendered by any of them prior to the date hereof have been or will be paid by the Company prior to the Closing Date or adequate accruals therefor have been made in the Financial Statements, and adequate accruals for all such obligations will be made through the Closing Date. (iib) other employment, Schedule 2.11 lists all bonus, stock pension, option, stock purchase or other equity-basedsecurity purchase, benefit, incentive welfare, profit-sharing, deferred compensation, profit sharingretainer, savingsconsulting, retirement (including early retirement and supplemental retirement), welfare, disability, vacation, severance, hospitalization, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control compensation and other similar fringe, welfare fringe or other employee benefit planplans, programfunds, agreementprograms or arrangements, contractwhether written or oral, policy or binding arrangement (whether or not in writing) each of the foregoing cases which cover, are maintained or contributed to for the benefit of of, or relating relate to any or all current or former employee employees, members, officers or director directors of the Company, any of its Subsidiaries or and any other trade or business entity (whether or not incorporated"ERISA AFFILIATE") which would be treated as a single employer with related to the Company or any of its Subsidiaries under Section 414 414(b), (c), (m) and (o) of the Internal Revenue Code of 1986, as amended (an “ERISA Affiliate”the "CODE") (the "EMPLOYEE PLANS"), or together with respect to which the Company or any of its Subsidiaries has any current material Liabilityall accrued liabilities under such Employee Plans. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee PlanBuyer, to the extent applicable, the Company has made available to Parent true and complete copies of (xi) all plan documents, (ii) the most recent annual report or similar compliance documents required to be determination letter received from the Internal Revenue Service (the "IRS"), (iii) the most recent application for determination filed with the IRS, (iv) the latest actuarial valuations, (v) the latest financial statements, (vi) the three (3) most recent Form 5500 Annual Reports, including Schedule A and Schedule B thereto, (vii) all related trust agreements, insurance contracts or other funding arrangements which implement any Governmental Authority of such Employee Plans, (viii) all Summary Plan Descriptions and summaries of material modifications and all modifications thereto communicated to employees, and (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 the Company nor any ERISA Affiliate of the Company has any liability or contingent liability with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.to

Employee Plans. (a) Section 4.18(a) All accrued obligations of the Company, whether arising by operation of law, by contract or past custom, or otherwise, for payments by the Company to trusts or other funds or to any Governmental Entity, with respect to unemployment compensation benefits, social security benefits or any other benefits or obligations, with respect to employment of employees through the date hereof have been paid or adequate accruals therefor have been made in the Financial Statements, and adequate accruals for all such obligations will be made through the Closing Date. All reasonably anticipated obligations of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA)with respect to employees, whether arising by operation of law, by contract, by past custom, or not subject otherwise, for salaries, vacation and holiday pay, sick pay, bonuses and other forms of compensation payable to ERISA employees in respect of the services rendered by any of them prior to the date hereof have been or will be paid by the Company prior to the Closing Date or adequate accruals therefor have been made in the Financial Statements, and adequate accruals for all such obligations will be made through the Closing Date. (iib) other employment, Schedule 2.11 lists all bonus, stock pension, option, stock purchase or other equity-basedsecurity purchase, benefit, incentive welfare, profit-sharing, deferred compensation, profit sharingretainer, savingsconsulting, retirement (including early retirement and supplemental retirement), welfare, disability, vacation, severance, hospitalization, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control compensation and other similar fringe, welfare fringe or other employee benefit planplans, programfunds, agreementprograms or arrangements, contractwhether written or oral, policy or binding arrangement (whether or not in writing) each of the foregoing cases which cover, are maintained or contributed to for the benefit of of, or relating relate to any or all current or former employee employees, members, officers or director directors of the Company, any of its Subsidiaries or and any other trade or business entity (whether or not incorporated"ERISA AFFILIATE") which would be treated as a single employer with related to the Company or any of its Subsidiaries under Section 414 414(b), (c), (m) and (o) of the Internal Revenue Code of 1986, as amended (an “ERISA Affiliate”the "CODE") (the "EMPLOYEE PLANS"), or together with respect to which the Company or any of its Subsidiaries has any current material Liabilityall accrued liabilities under such Employee Plans. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee PlanBuyer, to the extent applicable, the Company has made available to Parent true and complete copies of (xi) all plan documents, (ii) the most recent annual report or similar compliance documents required to be determination letter received from the Internal Revenue Service (the "IRS"), (iii) the most recent application for determination filed with any Governmental Authority with respect to such plan the IRS, (yiv) the plan documents or a written description of latest actuarial valuations, (v) the terms of any International Employee Plan that is not in writing and latest financial statements, (zvi) any document comparable to the determination letter reference under clause three (B3) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.recent Form 5500 Annual Reports,

Employee Plans. (a) Section 4.18(a) of the Company Disclosure Letter The attached Schedule 3.16 sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each the following: (i) all “employee welfare benefit planplans,” (as defined in Section 3(33(1) of ERISA, sponsored or maintained by the Company or to which contributions are made by the Company on behalf of current employees of the Company (such employees are collectively referred to as the “Business Employees”) or with respect to which the Company or any ERISA Affiliate has any Liability or potential Liability (the “Welfare Plans”), whether or not subject to ERISA and ; (ii) other employmentall “employee pension benefit plans,” as defined in Section 3(2) of ERISA, bonus, stock option, stock purchase sponsored or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for by the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries Company or any other trade or business (whether or not incorporated) which would be is or has ever been under control or treated as a single employer with the Company or any of its Subsidiaries under Section 414 414(b), (c), (m) or (o) of the Code (an “ERISA Affiliate”), ) or to which the Company or any ERISA Affiliate has contributed on behalf of the Business Employees or any former employee of the Company or with respect to which the Company or any of its Subsidiaries ERISA Affiliate has any current material Liability. Liability or potential Liability (the “Pension Plans”); and (iii) all other employee benefit arrangements, programs, policies or payroll practices, including without limitation all severance pay, sick leave, vacation pay, salary continuation for disability, retirement, deferred compensation, bonus, hospitalization, medical insurance, cafeteria, life insurance, tuition reimbursement and scholarship programs sponsored or maintained by the Company or to which contributions are made by the Company on behalf of Business Employees or with respect to which the Company or any ERISA Affiliate has any Liability or potential Liability (collectively, such programs, policies and practices, together with the Welfare Plans and Pension Plans, are referred to as the “Benefit Plans”). (b) The Company does not sponsor, maintain or contribute to or in any way directly or indirectly (including, without limitation, indirect liability as a member of a controlled group that includes an ERISA Affiliate that has any such responsibility)(whether contingent or otherwise) with respect to any plan to which the funding requirements of Section 412 of the Code apply or to any “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA and has not had any direct or indirect responsibility within the three years preceding the date of the signing of this Agreement. (c) With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Pension Plan that is intended to qualify under Code Section 401(a), such Pension Plan and its related trust has received or has an application pending for obtaining a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code; Code and no facts or set of circumstances exist that could reasonably be expected to cause such plan and related trust to be disqualified or to be so non-exempt from Tax. Each Pension Plan has been administered in accordance with its terms and all applicable legal requirements. There have been no prohibited transactions within the meaning of Code Section 4975 or breach of fiduciary duty under ERISA and no investigations by any governmental agency or other actions or written claims against or directly involving any Benefit Plan (C) except claims for benefits payable in the current plan documents and summary plan descriptions, or a written description normal operation of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee PlanBenefit Plans). With respect to each material International Employee Benefit Plan, to the extent applicable, the Company has made available to Parent all required reports and descriptions (xincluding without limitation Forms 5500 and summary plan descriptions) the most recent annual report have been timely filed or similar compliance documents distributed in accordance with applicable Law. (d) All contributions (including all employer contributions and employee salary reduction contributions) required to be filed with any Governmental Authority made to or with respect to such plan (y) each Benefit Plan with respect to the plan documents service of Business Employees or a written description former employees of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) Company as of the prior sentence issued by Effective Date and all contributions for any period ending on or before the Effective Date that are not yet due have been made or have been accrued for in the books and records of the Company. (e) The Company has complied with the health care continuation requirements of Part 6 of Title I of ERISA and all similar state laws. (f) The Company does not maintain, contribute to or have an obligation to contribute to, nor has any liability with respect to, any employee welfare benefit plan providing health or life insurance or other welfare type benefits beyond termination of employment or retirement other than in accordance with COBRA. (g) None of the Benefit Plans is a Governmental Authority relating to deferred compensation plan within the satisfaction meaning of Law necessary to obtain the most favorable tax treatment.Code Section 409A.

Employee Plans. (a) Section 4.18(aSchedule 3.20(a) of the Company Disclosure Letter sets forth a true and complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “all employee benefit plan” plans (as defined in within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA every “registered pension plan” as defined in s. 248(1) of the Canadian Income Tax Act, and (ii) other employment, all bonus, stock option, stock purchase or other equity-basedpurchase, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacationrestricted stock, incentive, deferred compensation, executive compensation, retiree medical or life insurance, retirement, supplemental retirement (including termination indemnities and seniority payments)retirement, severance, termination, retention, change of control and other similar fringe, welfare severance or other employee benefit planplans, programprograms or arrangements in which employees of USP or Renown participate, agreementwith respect to which either USP or Renown has any obligation or which are maintained, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to or sponsored by USP, Renown or any of their Affiliates for the benefit of or relating to any current or former employee employee, officer or director of the CompanyUSP, any of its Subsidiaries Renown or any other trade former employee of USP or business Renown regardless of whether such plans, programs or arrangements are being assumed by the Purchaser (whether hereinafter the “Employee Plans”). Except as set forth in Schedule 3.20(a), USP has not contributed to or been obligated to contribute to any “multiemployer plan” within the meaning of Section 3(37) of ERISA. Except as set forth in Schedule 3.20(a), Renown has not incorporatedcontributed to or been obligated to contribute to any “multi-employer pension plan” as defined in s.1(1) which would be treated as a single employer with of the Company Pension Benefits Act (Ontario) or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”similar Canadian pensions benefits statute. Except as otherwise disclosed in Schedule 3.20(a), neither USP nor Renown has made an express or implied commitment to modify, change or terminate any Employee Plan other than a modification, change or termination required by Law. (b) To Seller’s knowledge, with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for complete and correct copies of the benefit of persons substantially all of whom are non-resident aliens following documents, where applicable, have been delivered to the Purchaser: (i) the “International Employee Plans”annual reports (Form 5500 series), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been together with schedules, as required, filed with the IRS or Department of Labor (the “DOL”), as applicable, and any financial statements and opinions required by Section 103(a)(3) of ERISA for each Employee Planthe two most recent plan years, including all schedules thereto; (Bii) the most recent determination letterletter or opinion letter issued by the IRS, if any(iii) the most recent summary plan description and all modifications, from as well as all other descriptions distributed to employees or set forth in any manuals or other documents, including written descriptions of all non written Employee Plans, (iv) the IRS for text of the Employee Plan and of any trust, insurance or annuity contracts maintained in connection therewith, (v) any actuarial reports relating to any Employee Plan that for the two most recent plan years; (vi) any annual reports prepared by third party administrators for each Employee Plan for the two most recent plan years, including, but not limited to, any nondiscrimination testing with respect to any qualified plan, and (vii) any services agreement with third parties providing services to any Employee Plan. (c) Each Employee Plan which is intended to qualify be qualified under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or Code has received a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or favorable determination letter from the IRS or any office or representative that it is so qualified, and each related trust which is intended to be exempt from federal income Tax pursuant to Section 501(a) of the DOL Code has received a determination letter from the IRS that it is so exempt, and no fact or any similar Governmental Authority relating to any compliance issues in respect event has occurred since the date of any such Employee Plan. determination letter that would adversely affect such qualification, tax-preferred or tax exempt status, as the case may be. (d) With respect to each material International Employee Plan in which employees of USP participate, USP is not currently liable for any Tax arising under Section 4971, 4972, 4975, 4976, 4978, 4979, 4980 or 4980B of the Code, and no fact or event exists which would give rise to any such liability. USP has not incurred any liability under or arising out of ERISA, the Health Insurance Portability and Accountability Act of 1996 and the Family Medical Leave Act of 1993 and, to the knowledge of Seller, no fact or event exists that would result in such a liability. None of the assets of USP are the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code and USP has not been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code with respect to any Employee Plan, and no fact or event exists which would give rise to any such lien or requirement to post any such security. Except as set forth on Schedule 3.20(d), each Employee Plan is fully funded to the extent required by applicable Law. (e) Except as disclosed on Schedule 3.20(e), neither USP nor Renown has any obligation to provide medical or life insurance coverage (whether or not insured) under any Employee Plan or collective bargaining agreement to any current, retired or former employee, director or consultant, or their beneficiaries or dependents, after retirement or other termination of employment, except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or applicable state medical benefits continuation Law. (f) Each Employee Plan is and at all times has, in all material respects, been maintained, funded, registered, qualified, operated and administered, and each USP and Renown have performed all of its obligations under each Employee Plan, in each case in accordance with the terms of such Employee Plan and in compliance with all applicable Laws, including ERISA and the Code and any similar laws of Canada and Ontario. USP has complied in all material respects with the provisions of COBRA, the Health Insurance Portability and Accountability Act of 1996 and the Family Medical Leave Xxx 0000. All Employee Plans that are “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) have, in all material respects, been maintained and administered since January 1, 2005 in compliance with the requirements of Section 409A of the Code and the regulations and other guidance issued thereunder. All contributions required to be made to any Employee Plan by Applicable Law or the terms of such Employee Plan or any agreement relating thereto, and all premiums due or payable with respect to insurance policies funding any Employee Plan, for any period through the Effective Time, have been timely made or paid in full (without regard to any waivers granted with respect thereto) to any funds or trusts established thereunder or, to the extent applicablenot required to be made or paid on or before the Effective Time, have been properly accrued and fully reflected in the Company has made available to Parent (x) the most recent annual report or similar compliance documents Financial Statements, except as set forth on Schedule 3.20(f). All returns, reports and filings required to be filed with the DOL, the IRS, the Pension Benefit Guaranty Corporation (including any successor thereto, the “PBGC”) or any other Governmental Authority or which must be furnished to any plan participant or beneficiary with respect to each Employee Plan have been timely and accurately filed or furnished. (g) No Employee Plan, nor any related trust, is subject to any pending or threatened investigation, examination or other legal proceeding, initiated by any Governmental Authority or by any other Person (other than routine claims for benefits), and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other legal proceeding or to affect the registration or authorization of any Employee Plan required to be registered. Further, should any matter arise which could affect the registration or authorization of any Employee Plan, Seller, USP or Renown, as the case may be, shall, in a timely fashion, take all steps required to ensure the registration or authorization is not affected. No event has occurred respecting any Employee Plan which would entitle any Person to cause the wind-up or termination of such Employee Plan in whole or in part. There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with respect to such plan (y) the plan documents or a written description of the terms of such Employee Plan, Applicable Law and all applicable agreements. (h) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any International other event) will (i) entitle any Employee Plan to severance pay or any increase in severance pay upon termination of employment after the date of this Agreement, (ii) result in any payment from USP or Renown becoming due to any current or former officer, director or employee of USP or Renown; (iii) increase any benefits otherwise payable under any Employee Plan; or (iv) except as set forth in Schedule 3.20(h) attached hereto, accelerate the time of payment or vesting of compensation or benefits (including stock options) under any Employee Plan. Neither USP nor Renown has made or become obligated to make, and neither USP or Renown will, as a result of the consummation of the transactions contemplated by this Agreement, become obligated to make any payments that is not in writing and could be nondeductible by reason of Section 280G of the Code (zwithout regard to Subsection (b)(4) any document comparable to the determination letter reference under clause (Bthereof) or Section 162(m) of the prior sentence issued by Code (or any corresponding provision of foreign, state or local Law), nor will USP nor Renown be required to “gross up” or otherwise compensate any individual because of the imposition of any excise Tax on such a Governmental Authority relating payment to the satisfaction of Law necessary to obtain the most favorable tax treatmentindividual.

Employee Plans. (a) Section 4.18(a3.13(a)(i) of the Company Disclosure Letter Schedules sets forth a true and complete and accurate list of each all material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material LiabilityBenefit Plans. With respect to each material Employee Benefit Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit Company has provided or made available to ACAH true and complete copies of persons substantially all of whom are non-resident aliens (the “International Employee Plans”)following documents, to the extent applicable the Company has made available to Parent complete and accurate copies of applicable: (Ai) the most recent annual report on Form 5500 required favorable determination or opinion letter issued by the Internal Revenue Service with respect to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Code; (Cii) the current plan and trust documents and all amendments thereto (and for any unwritten plan, a summary of the material terms); (iii) the most recent summary plan descriptionsdescription and all summaries of material modifications thereto; (iv) the most recent IRS Form 5500 annual report (with all schedules and attachments thereto); and (v) any non-routine and material correspondence with any Governmental Entity since December 31, 2018. Except as set forth in Section 3.13(a)(ii) of the Company Disclosure Schedules, neither the Company nor any Company Subsidiary currently has, nor has the Company or any Company Subsidiary had, the obligation to maintain, establish, sponsor, participate in or contribute to any Employee Benefit Plan or similar arrangement that is subject to any Law or applicable custom or rule of any jurisdiction outside of the United States. (b) Neither the Company or any Company Subsidiary nor an ERISA Affiliate maintains, sponsors, contributes to or has any obligation to contribute to or has any Liability with respect to or under, or at any time in the six (6) years preceding the date hereof has maintained, sponsored, contributed to, or had any Liability with respect to or under: (i) a written description Multiemployer Plan; (ii) a “defined benefit plan” (as defined in Section 3(35) of ERISA, whether or not subject to ERISA) or a plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 or 430 of the Code; (iii) a “multiple employer plan” within the meaning of Section of 413(c) of the Code or Section 210 of ERISA; or (iv) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). No Employee Benefit Plan provides and neither the Company nor any Company Subsidiary has any Liabilities or potential obligation to provide any retiree or post-termination or post-ownership health or life insurance or other welfare-type benefits to any Person, except (i) health continuation coverage pursuant to COBRA or similar Law, for which the recipient pays the full premium cost of coverage, (ii) coverage through the end of the calendar month in which a termination of employment occurs, or (iii) pursuant to an Employee Benefit Plan listed on Section 3.13(a) of the Company Disclosure Schedules requiring the Company or any Company Subsidiary to pay or subsidize COBRA premiums for a terminated employee following the employee’s termination. Neither the Company nor any Company Subsidiary has or is reasonably expected to have any material Liability by reason of at any time being considered a single employer under Section 414 of the Code with any other Person. (c) Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a current favorable determination or opinion or advisory letter from the Internal Revenue Service as to its qualification and, to the Company’s knowledge, no events have occurred or circumstances exist that could reasonably be expected to adversely affect such qualified status. Neither the Company nor any Company Subsidiary has incurred (whether or not assessed) or is reasonably expected to incur or to be subject to any material penalty or Tax under the Patient Protection and Affordable Care Act, including the Health Care and Education Reconciliation Act of 2010 and including any guidance issued thereunder, including under Sections 4980H, 4980B, 4980D, 6055, 6056, 6721 or 6722 of the Code. (d) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company and the Company Subsidiaries, each Employee Benefit Plan that constitutes in any part a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) subject to Section 409A of the Code has been operated and administered in operational compliance with, and is in documentary compliance with, Section 409A of the Code. Each Company Option intended to qualify as an Incentive Stock Option so qualifies. (e) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company and the Company Subsidiaries, taken as a whole, (i) each Employee Benefit Plan (and each related trust, insurance Contract, or fund) has been maintained, funded and administered in accordance with its terms and in compliance with the applicable requirements of ERISA, the Code, and other applicable Laws, (ii) all contributions (including all employer contributions and employee salary reduction contributions), distributions, reimbursements and premium payments that are due have been timely made in accordance with the terms of the Employee Benefit Plan and in compliance with the requirements of applicable Law, and, to the extent not yet due, have been properly accrued in accordance with GAAP, and (iii) no unfunded Liability exists with respect to any material Employee Benefit Plan. (f) (i) No event has occurred and no condition exists with respect to any Employee Benefit Plan that is not could result in writinga material Tax, penalty or other Liability or obligation of the Company; (Dii) there are no pending or, to the Company’s knowledge, threatened claims or Proceedings with respect to any related trust agreementsEmployee Benefit Plan (other than routine claims for benefits), insurance contracts, insurance policies and there is no fact or other documents circumstance that would reasonably be expected to give rise to any such claim or Proceeding; (iii) there have been no “prohibited transactions” within the meaning of any funding arrangementsSection 4975 of the Code or Sections 406 or 407 of ERISA and not otherwise exempt under Section 408 of ERISA; and (Eiv) no breaches of fiduciary duty (as determined under ERISA) by the Company with respect to any notices Employee Benefit Plan have occurred that, in the case of clauses (i) through (iv), either individually or in the aggregate, could reasonably be expected to result in material liability to the Company and the Company Subsidiaries, taken as a whole. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedules, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or in combination with any other event) could (i) result in any payment or benefit becoming due to or from result in the IRS forgiveness of any indebtedness of any current or former director, manager, officer, employee, individual independent contractor or other service providers of the Company or any office Company Subsidiary under any Employee Benefit Plan, (ii) increase the amount of any compensation or representative benefits payable to any current or former director, manager, officer, employee, individual independent contractor or other service providers of the DOL Company or any similar Governmental Authority relating Company Subsidiary under any Employee Benefit Plan, (iii) result in the acceleration of the time of payment or vesting, or trigger any payment or funding (through a grantor trust or otherwise) of any compensation or benefits to any compliance issues current or former director, manager, officer, employee, individual independent contractor or other service providers of the Company or any Company Subsidiary under any Employee Benefit Plan, or (iv) limit or restrict the right of any of the Company or any Company Subsidiary to merge, amend or terminate any Employee Benefit Plan. (h) No amount that could be received (whether in cash or property or the vesting of property) by any “disqualified individual” (as defined in Section 280G of the Code and the regulations thereunder) of any of the Company or any Company Subsidiary under any Employee Benefit Plan or otherwise as a result of the consummation of the transactions contemplated by this Agreement (either alone or in combination with any other event) could, separately or in the aggregate, be nondeductible under Section 280G of the Code or subjected to an excise tax under Section 4999 of the Code. (i) The Company has no obligation to make a “gross-up” or similar payment in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report taxes that may become payable under Section 4999 or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description 409A of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentCode.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each material Employee Plan. For purposes the date of this Agreement, “Employee Plan” means each of (i) “all material "employee benefit plan” plans" (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA; and (ii) all other material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under pursuant to Section 414 of the Code (an “"ERISA Affiliate”), or ") and with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise (collectively, the "Employee Plans"). With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With ; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction (the "International Employee PlanPlans"), to the extent applicable, the Company has made available to Parent (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing plan; and (z2) any document comparable to the determination letter reference under referenced pursuant to clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 4.18(a3.17(a)(i) and Section 3.17(a)(ii) of the Company Disclosure Letter sets Letter, respectively, set forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA, and all material International Employee Plans, as defined under applicable foreign Laws, and (ii) all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writingwriting currently maintained) maintained or contributed to for the benefit of or relating to any current or former employee employee, director or director consultant of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has or may have any current Liability, other than International Employee Plans that are not material Liability(together the “Employee Plans”). With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With ; and (F) with respect to each material Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment. (b) No Employee Plan is (i) a “defined benefit plan” (as defined in Section 414 of the Code), (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (iii) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) (in each case under clause (i), (ii) or (iii) whether or not subject to ERISA), or (iv) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. No Employee Plan provides health benefits that are not fully insured through an insurance contract (other than an Employee Plan that is a health or dependent care flexible spending account). (c) Each Employee Plan has been established, maintained, operated and administered in material compliance with its terms and with all applicable Law, including the applicable provisions of ERISA, the Code and any applicable regulatory guidance issued by any Governmental Authority. (d) Each Employee Plan that is a nonqualified deferred compensation plan (as defined under Code Section 409A) satisfies the applicable requirements of Sections 409A(a)(2), (3), and (4) of the Code, and has, since January 1, 2005, been operated in material good faith compliance with Sections 409A(a)(2), (3), and (4) of the Code, and no payment pursuant to any such Employee Plan would subject any former or current employees, contractor or director to Tax pursuant to Section 409A(a)(1) of the Code if made in accordance with the terms of the Employee Plan as in effect as of the date of this Agreement. No Employee Plan requires Parent or any of its Affiliates to gross up a payment to any former or current employee, officer or director of Company or any of its Subsidiaries for Tax related payments under Section 409A of the Code. (e) As of the date hereof, there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration, 29 Table of Contents accounting for or operation of such plans, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. (f) Except as set forth in the Company SEC Reports filed between June 1, 2008 and the date hereof, since June 1, 2008 no Employee Plan is the subject of an audit or investigation by a Governmental Authority or is currently participating in a Governmental Authority-sponsored voluntary compliance amnesty or similar program. (g) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a penalty assessed pursuant to Section 502(i) of ERISA or a Tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (h) No Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA provides benefits to former employees of the Company or its ERISA Affiliates, other than as required pursuant to Section 4980B of the Code or any similar Law. (i) Except as would not result in material liability or as set forth on Section 3.17(i) of the Company Disclosure Letter: (i) each Employee Plan that is intended to be “qualified” under Section 401 and/or 409 of the Code has received a favorable determination letter from the IRS to such effect and, to the Knowledge of the Company, no fact, circumstance or event has occurred or exists since the date of such determination letter that would reasonably be expected to materially and adversely affect the qualified status of any such Employee Plan; (ii) to the extent applicable, each International Employee Plan has been approved by the relevant taxation and other Governmental Authorities so as to enable: (1) the Company or any of its Subsidiaries and the participants and beneficiaries under the relevant International Employee Plan and (2) in the case of any International Employee Plan under which resources are set aside in advance of the benefits being paid (a “Funded International Employee Plan”), the assets held for the purposes of the Funded International Employee Plans, to enjoy the most favorable taxation status possible and the Company is not aware of any ground on which such approval may cease to apply; (iii) except for the treatment of the Unassumed Options, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (whether alone or together with any other event) will (1) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of the Company or any of its Subsidiaries, (2) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, or (3) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation. (iv) all contributions, premiums and other payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for; (v) to the Knowledge of the Company, no event has occurred and there currently exists no condition or set of circumstances in connection with which the Company or any of its Subsidiaries could be subject to any material liability under the terms of any Employee Plan, ERISA, the Code or applicable regulatory guidance issued by any Governmental Authority, Collective Bargaining Agreement or any other applicable Law; or (vi) except as required by applicable Law or Order or this Agreement, no condition or term under any Employee Plan exists which would prevent Parent or the Surviving Corporation or any of its Subsidiaries from terminating or amending any Employee Plan without material liability to Parent or the 30 Table of Contents Surviving Corporation or any of its Subsidiaries (other than ordinary administration expenses or routine claims for benefits). (j) Except as required by applicable Law or Order or the terms of any Employee Plans as in effect as of the date of this Agreement, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any respect or establish any new Employee Plan or to increase any benefits under any Employee Plan. (k) No deduction for federal income tax purposes is expected by the Company to be disallowed for remuneration paid by the Company or any of its Subsidiaries by reason of Section 162(m) of the Code, including by reason of the transactions contemplated hereby. (l) There is no contract, plan or arrangement (written or otherwise) covering any current or former employee, director or consultant of the Company or any Subsidiary that, individually or collectively, would give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code. The Company has provided Parent with good faith estimates of the potential excess parachute payments to disqualified individuals (in each case within the meaning of Section 280G of the Code) paid or payable by the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement or in conjunction with any other event. Except as expressly provided under the terms of this Agreement, including with respect to the treatment of Company Options, Company Stock-Based Awards, the Terminating Plans, and the Deferred Compensation Plan, the consummation of the transactions contemplated by this Agreement, by itself, will not cause or result in the acceleration of the vesting or payment of any compensation or benefits in any material amount under any Employee Plan.

Employee Plans. (a) Section 4.18(a3.12(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “Schedule lists all "employee benefit plan” (plans," as defined in Section 3(3) of ERISA), whether including any "multiemployer plan", as defined in Section 3(37) of ERISA (a "MULTIEMPLOYER PLAN") and all other employee benefit plans or not subject other benefit arrangements, including, without regard to ERISA and (ii) materiality, all executive compensation, directors' benefit, bonus or other employmentincentive compensation, bonuschange in control, severance, retention, termination, salary continuation, leave of absence, stock option, stock purchase or other equity-basedrelated, benefitconsulting, incentive compensation, profit sharing, savings, retirement employee leasing and deferred compensation plans or arrangements under which the Company or any of its subsidiaries has any obligation (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare contingent or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writingotherwise) maintained or contributed to for the benefit of or relating to any current or former employee individual providing services to the Company or director any of its subsidiaries (each an "EMPLOYEE BENEFIT PLAN" and collectively, the "EMPLOYEE BENEFIT PLANS"). Section 3.12(a) of the Company Disclosure Schedule separately identifies each Employee Benefit Plan which the Company or any of its subsidiaries maintains or contributes to directly (each a "COMPANY EMPLOYEE BENEFIT PLAN" and collectively, the "COMPANY EMPLOYEE BENEFIT PLANS"). True, correct and complete copies of each Company Employee Benefit Plan (and, where applicable, the most recent summary plan description, actuarial report, determination letter, most recent Form 5500 and trust agreement) have been made available to Parent for review prior to the date hereof. (b) As of the date hereof, (i) all payments required to be made by or under any Company Employee Benefit Plan, any related trusts, or any collective bargaining agreement have been made, or, if not made, are properly reflected on the financial statements of the Company; (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 compliance with their terms and the requirements of ERISA, the Code and other applicable Laws, except for such noncompliance which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (iv) there are no actions, suits, arbitrations or claims (other than routine claims for benefit) pending or, to the knowledge of the Company, threatened with respect to any Company Employee Benefit Plans; (v) to the Company's knowledge, 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 civil penalty; and (vi) in particular, no individual who has performed services for the Company or any of its Subsidiaries has been improperly excluded from participation in any Company Employee Benefit Plan. (c) Neither the Company nor any of its ERISA Affiliates sponsors, maintains or contributes or has ever sponsored maintained or contributed to any: (i) Employee Benefit Plans subject to Title IV of ERISA; or (ii) Multiemployer Plan. An "ERISA Affiliate" is any other trade or business (whether or not incorporated) which would be is or has been under common control, or which is or has been treated as a single employer employer, with the Company under Section 414(b), (c), (m) or (o) of the Code. (d) Each of the Company Benefit Plans which is intended to be "qualified" within the meaning of Section 401(a) of the Code is so "qualified" and has received a favorable determination letter from the Internal Revenue Service (or is the subject of a pending application for such determination that was timely filed) and the Company knows of no fact which could reasonably be expected to adversely affect the qualified status of any such plan. (e) Except as set forth in Section 3.12(e) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated hereby will (either alone or in combination with any other event): (i) result in any payment becoming due, or increase the amount of compensation due, to any current or former employee of the Company or any of its Subsidiaries subsidiaries; (ii) increase any benefits otherwise payable under Section 414 any Company Employee Benefit Plan; (iii) result in the acceleration of the Code time of payment or vesting of any such benefits; (an “ERISA Affiliate”), iv) result in the failure of any amount payable under any Company Employee Benefit Plan to be deductible for federal income tax purposes by virtue of Sections 280G or with respect to which 162(m) of the Code; or (v) result in the payment of any excise taxes by the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify employees under Section 401(a) Sections 4999 or 5881 of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 4.18(a2.19(a) of the Company Disclosure Letter Schedule sets forth a true and complete and accurate list of each material Employee Plan. For purposes all pension, savings, profit sharing, equity incentive plan, retirement, deferred compensation, employment, workers’ compensation, unemployment benefits, welfare, fringe benefit, insurance, sick leave, short and long term disability, medical, dental, death benefit, incentive, bonus, incentive compensation, equity compensation, vacation pay, paid time off, severance pay and similar plans, programs, agreements, or arrangements (whether written or oral), which are sponsored or maintained by the Company or any of this Agreementits ERISA Affiliates, “Employee Plan” means each (i) that provide employee benefits or remuneration for current or former employees, officers, directors, members, partners, managers, agents, consultants, independent contractors, contingent workers, or leased employees of the Company or its ERISA Affiliates or their beneficiaries or for which the Company or its ERISA Affiliates have or may have any Liability, contingent or otherwise, including all “employee benefit planplans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA (the “Employee Plans”). (b) The Company has made available to Buyer current, accurate and complete copies of (i) each Employee Plan that has been reduced to writing and all amendments thereto, (ii) a summary of the material terms of each Employee Plan that has not been reduced to writing, including all amendments thereto, (iii) the summary plan description and summary of material modifications for each Employee Plan subject to Title I of ERISA, and in the case of each other employmentEmployee Plan, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement any similar employee summary (including early retirement and supplemental retirementbut not limited to any employee handbook description), disability(iv) the most recent Form 5500, insurancewith schedules attached, vacationas applicable, incentive(v) the most recent determination or opinion letter issued by the IRS, deferred compensationas applicable, supplemental retirement (including termination indemnities and seniority payments)vi) all material correspondence to or from any Governmental Entity in the last three years, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writingvii) maintained or contributed to all discrimination tests for the benefit of most recent plan year, as applicable, (viii) all insurance contracts, administrative services contracts, trust agreements, investment management agreements or relating to similar agreements maintained in connection with any current Employee Plan, and (ix) all reports prepared internally or former employee by a third-party firm or director provider with a valuation of the Company, any ’s capital stock for purposes of its Subsidiaries Sections 422 or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 409A of the Code or which was otherwise used for that purpose. (an “c) Each Employee Plan has been administered in all material respects in accordance with the terms of such plan and the provisions of any and all Laws or Orders, including ERISA Affiliate”)and the Code. All contributions, premiums and other amounts due to or in connection with each Employee Plan under the terms of the Employee Plan or applicable Law have been timely made, and provision has been made in the Company Balance Sheet for such contributions, premiums and other amounts that were due as of the Company Balance Sheet Date but were attributable to service before such date in accordance with GAAP. Nothing has happened with respect to which any Employee Plan that has subjected or would reasonably be expected to subject the Company or, with respect to any period on or any after the Closing Date, the Buyer, to a penalty under Section 502 of its Subsidiaries has any current material Liability. ERISA or to tax or penalty under Section 4975 of the Code. (d) With respect to each Employee Plan, other than an Employee Plan that is presently or previously maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), or contributed to the extent applicable by the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify be a plan that is qualified under Section 401(a) of the Code; , each such Employee Plan is so qualified under Section 401(a) of the Code, its related trust is tax-exempt under the Code and there are no existing facts or circumstances that could reasonably be expected to adversely affect such Employee Plan’s qualification under Section 401(a) and related sections of the Code or such related trust’s tax-exempt status. (Ce) Except for continuation of health coverage to the current plan documents and summary plan descriptionsextent required under Section 4980B of the Code or Section 601 et seq. of ERISA (“COBRA”), there are no obligations of the Company or any ERISA Affiliate under any Employee Plan or otherwise providing welfare benefits after termination of employment. (f) Neither the Company nor any ERISA Affiliate has ever maintained, sponsored, contributed to, been required to contribute to, or a written description incurred any Liability under any (i) plan that is or was subject to Section 412 of the terms Code or Title IV of ERISA, (ii) multi-employer plan as defined in Section 3(37) or Section 4001(a)(3) of ERISA, (iii) multiple employer plan as defined in Section 413(c) of the Code, or any material plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063(a) of ERISA, (iv) welfare benefit fund within the meaning of Section 419(e) of the Code, or (v) voluntary employees’ beneficiary association, within the meaning of Section 401(c)(9) of the Code. (g) Except as set forth in Section 2.19(g) of the Disclosure Schedule, there are no pending or, to the knowledge of the Company, threatened claims against or otherwise involving any Employee Plan, and no suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of Employee Plan that is not in writing; (Dactivities) any related trust agreements, insurance contracts, insurance policies has been brought against or other documents of any funding arrangements; and (E) any notices with respect to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect There are no pending audits or investigations by any Governmental Entity involving any Employee Plan. (h) Except as set forth in Section 2.19(h) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (either alone or upon occurrence of any additional or subsequent events) (i) result in any payment becoming due to each material International any employee, former employee or any other Person, (ii) increase any benefits otherwise payable under any Employee Plan, or (iii) result in the acceleration of the time of payment or vesting of any such benefits under any such plan. Except as set forth in Section 2.19(h) of the Disclosure Schedule, there is no contract, plan or arrangement covering any present of former employee of the Company that, individually or collectively, could give rise to the extent applicable, payment as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event) or otherwise of any amount that would not be deductible by the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description by reason of Section 280G of the terms Code. (i) All individuals who perform services for the Company have been properly classified for purposes of any International the Employee Plans and for purposes of employment taxes. (j) Each Employee Plan that is a “nonqualified deferred compensation plan” subject to Code Section 409A has been operated in compliance in all material respects with Section 409A, including upon a good faith, reasonable interpretation of Code Section 409A and Internal Revenue Service Notice 2005-1 from January 1, 2005 through December 31, 2008, and since January 1, 2009, has been in documentary compliance in all material respects with the applicable provisions of Section 409A. No Employee Plan that is a “nonqualified deferred compensation plan” that is not in writing and subject to Code Section 409A has been materially modified (zas determined under Notice 2005-1) after October 3, 2004. The Company does not have any document comparable indemnity obligation for any Taxes imposed under Section 4999 or 409A of the Code. (k) No Employee Plan is subject to the determination letter reference under clause (B) Laws of any jurisdiction outside of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentUnited States.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a complete and accurate list list, as of each material Employee Plan. For purposes the date of this Agreement, “Employee Plan” means each of (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA; and (ii) all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability, contingent or otherwise (collectively, the “Company Employee Plans”). With respect to each Company Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to the Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent determination letter or opinion letter, if any, from the IRS for any with respect to each Company Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptionsincluding all amendments thereto (or in the case of an unwritten Company Employee Plan, or a written description of the material terms of any such plan), summary plan descriptions and summaries of material Employee Plan that is not in writingmodification; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices or other correspondence to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Company Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 4.18(a) Schedule 3.9 of the Company Disclosure Letter Schedules sets forth a complete and accurate list of each all material Employee PlanPlans. For purposes The Seller has made available to the Buyer a true and complete copy of this Agreement, “Employee Plan” means each the following documents: (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA each writing constituting an Employee Plan; and (ii) other employmentthe current summary description of each Employee Plan and any material modifications thereto. (b) No Employee Plan provides, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare reflects or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to represents any current or former employee or director Liability of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company Seller or any of its Subsidiaries under Section 414 Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable Law. Neither the Seller nor any of its Affiliates has ever represented, promised or contracted (whether in oral or written form) to any Business Employee (either individually or to Business Employees as a group) or any other Person that such Business Employee(s) or other Person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Law. (c) With respect to the Employee Plans: (i) no event has occurred and, to the Knowledge of the Code (an “ERISA Affiliate”)Seller, there exists no condition or set of circumstances in connection with respect to which the Company Seller or any of its Subsidiaries has Affiliates could be subject to any current material Liability. With respect to each Liability under the terms of such Employee Plan, other than an ERISA or the Code, (ii) each of the Employee Plans has been operated and administered in all material respects in accordance with applicable Law and administrative or governmental rules and regulations, including ERISA and the Code and (iii) each Employee Plan that is maintained in any non-U.S. jurisdiction primarily for intending to be “qualified” within the benefit meaning of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, Code has received a favorable determination or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices opinion letter as to or such qualification from the IRS and no event has occurred, either by reason of any action or any office or representative of failure to act, which would cause the DOL or any similar Governmental Authority relating to any compliance issues in respect loss of any such qualification. (d) None of the Employee Plan. With respect Plans is, and neither the Seller or any of its Affiliates has ever maintained, established, sponsored, participated in or contributed to each material International Employee Planany, any of the following: (i) a plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the extent applicableCode, the Company has made available to Parent (xii) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such a multiemployer plan (ywithin the meaning of Section 3(37) the plan documents or 4001(a)(3) of ERISA) or a written description single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which the terms Seller or any of any International Employee Plan that is not in writing and its Affiliates would reasonably be expected to incur Liability under Section 4063 or 4064 of ERISA, or (ziii) any document comparable to “multiple employer plan” within the determination letter reference under clause (Bmeaning of Section 413(c) of the prior sentence issued by a Governmental Authority relating Code. (e) Neither the execution, delivery or performance of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby (either alone or in connection with any other event, whether contingent or otherwise) will give rise directly or indirectly to the satisfaction payment of Law necessary any amount that would not be deductible pursuant to obtain 280G of the most favorable tax treatmentCode.

Employee Plans. (a) Section 4.18(aSchedule 3.2(22) of lists all the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreementemployee benefit, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA)health, whether or not subject to ERISA and (ii) other employmentwelfare, supplemental unemployment benefit, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensationpension, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement stock compensation, stock purchase, retirement, hospitalization insurance, medical, dental, legal, disability and similar plans or arrangements or practices applicable to the Employees or former Employees which are currently maintained or participated in by the Company or LMGTS (including termination indemnities the "EMPLOYEE PLANS"). None of the Employee Plans is a "registered pension plan" within the meaning of subsection 248(1) of the TAX ACT. (b) Except as disclosed on Schedule 3.2(22) and seniority paymentsexcept that the Company is planning to introduce a new drug card, neither the Company nor LMGTS has any formal plan or commitment whether legally binding or not, to create any additional Employee Plan or to modify or change in any material respect any existing Employee Plan that would affect any Employee or former Employee except such modification or amendment as may be required to be made to secure the continued registration of any existing Employee Plan with each applicable Governmental Body. (c) All of the Employee Plans are registered where required by, and are in good standing under, all Applicable Laws or other legislative, administrative or judicial promulgations applicable to the Employee Plans. (d) No amendments to any Employee Plan have been promised and no amendments to any Employee Plan will be made or promised prior to Closing which affect or pertain to the Employees, except as contemplated in the ECB and VCB. (e) Copies of all the Employee Plans as amended as of the date hereof and, if available, current plan summaries and employee booklets in respect thereof as are applicable to the Employees have been made available to the Purchaser. (f) Except as disclosed on Schedule 3.2(22), severanceno Employee Plan provides benefits, termination, retention, change of control and other similar fringe, welfare including death or other employee benefit plan, program, agreement, contract, policy or binding arrangement medical benefits (whether or not in writinginsured), with respect to Employees or former Employees beyond retirement or other termination of service, other than: (i) maintained coverage required by Applicable Law, or (ii) benefits the full cost of which is borne by the Employee or contributed Former Employee (or his beneficiary). (g) Except as disclosed on Schedule 3.2(22), to for the benefit knowledge of the Company and LMGTS, there are no material pending, threatened or anticipated claims, proceedings, reviews or investigations relating to any current or former employee or director of the CompanyEmployee Plans (other than routine claims for benefits). (h) With respect to each Employee Plan that is funded wholly or partially through an insurance policy, any there will be no liability of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 LMGTS as of the Code (an “ERISA Affiliate”)Closing Date, under any such insurance policy or ancillary agreement with respect to which such insurance policy in the Company nature of a retroactive rate adjustment, loss sharing arrangement or any other actual or contingent liability arising wholly or partially out of its Subsidiaries has any current material Liabilityevents occurring prior to the Closing Date other than the obligation to pay premiums thereunder. With respect to each Employee Plan, Plan not funded through an insurance policy other than an with respect to the ECB and the VBC, the Company or LMGTS has either fully funded such Employee Plan that is maintained through a trust or, where required by generally accepted accounting principles, has made appropriate provision for all liability thereunder as at April 30, 1998 in any non-U.S. jurisdiction primarily the Financial Statements. All employee contributions to the Employee Plans to the date hereof in all material respects have been properly withheld by the Company or LMGTS, as appropriate, and have been fully paid into the funding arrangements for the benefit of persons substantially all of whom are non-resident aliens respective Employee Plan. (the “International i) Each Employee Plans”), to the extent applicable the Company Plan and fund established thereunder has made available to Parent complete been administered and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed invested in accordance with the IRS terms of the Employee Plan and funding agreement. Each Employee Plan (including all amendments thereto) is duly registered where required by, and is in good standing under, and has been administered and invested in compliance in all material respects with all Applicable Laws. (j) Except in connection with the ECB and the VBC and except for each the acceleration of outstanding options to acquire Loyalty Shares, the consummation of the transactions contemplated by this Agreement will not accelerate the time of payment or vesting under any Employee Plan, including all schedules thereto; (B) require the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, funding or a written description of the terms securing of any material Employee Plan that is not in writing; (D) benefits under any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, or increase the amount of compensation due any Employee. (k) No participant in the ECB or the VCB will be entitled to any future entitlements under either the extent applicable, ECB or the VCB by virtue of a change of a control of the Company has made available to Parent (x) other than the most recent annual report or similar compliance documents required change of control of the Company to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmenteffected pursuant hereto.

Employee Plans. (a) Section 4.18(a) of Each employment, consulting, termination, executive compensation, deferred compensation, pension, stock option, stock purchase, stock appreciation right, phantom stock, equity-based compensation, severance or termination, material fringe benefit, incentive compensation, bonus, profit-sharing, retirement, change in control, retention, salary continuation, vacation, leave, death benefit, group insurance, hospitalization, medical, dental, life insurance (including all individual life insurance policies to which the Company Disclosure Letter sets forth a complete is the owner, the beneficiary or both), gross-up, retiree medical, retiree life, retiree, cafeteria, employee loan, educational assistance, and accurate list of each stop loss plan, program, policy arrangement or agreement, whether written or oral, and any other material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA)plans, agreements, programs, policies, arrangements or payroll practices, whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement)any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise) (i) that is sponsored, disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to by the Company, (ii) for which the benefit of Company has an obligation to sponsor, maintain, contribute to, or relating to (iii) for which the Company has or could have any direct or indirect liability, whether contingent or otherwise, in each case under which any current or former employee officer, director, employee, leased employee, consultant or director agent (or their respective beneficiaries) of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect present or future right to benefits (including “employee benefit plans” within the meaning of Section 3(3) of ERISA (but excluding any plan or program maintained or sponsored by a Governmental Authority)) (each Employee a “Company Plan” and, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (collectively, the “International Employee Company Plans”), has been set forth in Section 3.12(a) of the Disclosure Schedule. All references to “Company” in this Section 3.12 shall refer to the extent applicable the Company has made available to Parent and its Subsidiaries. (b) True and complete and accurate copies of the following have been Made Available to the Purchaser: (Ai) the most recent annual report on Form 5500 required to have been filed with the IRS for copy of each Employee Company Plan, including any trust instruments and all schedules amendments thereto; , (Bii) the three most recent annual reports filed on Form 5500, including all required schedules, for each Company Plan required to file such an annual report, (iii) the most recent determination letter, if any, from letter (or advisory or opinion letter as applicable) issued by the IRS Internal Revenue Service for any Employee each Company Plan that is intended to qualify be “qualified” under Section 401(a) of the Code; , (Civ) the current plan documents and most recent summary plan descriptionsdescription and any summary of material modifications, as required, for each Company Plan, (v) all material contracts currently in effect with respect to any Company Plan (including all administrative agreements, group insurance contracts and group annuity contracts), (vi) material written communications (or a written description of any material oral communications) by the Company to its employees concerning the extent of benefits provided under a Company Plan, (vii) the three most recent audited financial statements for each Company Plan, and (viii) for the last three years, all material correspondence in respect of any Company Plan with the Internal Revenue Service (the “IRS”), the United States Department of Labor (“DOL”) and/or any other Governmental Authority regarding the operation or administration of any Company Plan. (c) Each Company, each of their respective Subsidiaries, and each other entity that would be considered a single employer with a Company or any Company Subsidiary under Sections 414(b), (c), (m) or (o) of the Code does not maintain, contribute or have any liability, whether contingent or otherwise, with respect to, and has not in the past six years maintained, contributed or had any liability, whether contingent or otherwise, with respect to any benefit plan that is, or has been, (i) subject to Title IV of ERISA or Section 412 of the Code, (ii) maintained by more than one employer within the meaning of Section 413(c) of the Code, (iii) subject to Sections 4063 or 4064 of ERISA, (iv) a “multiemployer plan,” within the meaning of Section 4001(a)(3) of ERISA, (v) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, or (vi) an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and that is not intended to be qualified under Section 401(a) of the Code. No Company Plan is a “registered pension plan” as such term is defined in the Income Tax Act (Canada). (d) (i) Each Company Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws; (ii) with respect to each Company Plan, all reports, returns, notices and other documentation that are required to have in all material respects been filed with or furnished to the IRS, DOL or any other Governmental Authority, or to the participants or beneficiaries of such Company Plan have been filed or furnished on a timely basis; (iii) each Company Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is, to the Knowledge of the Sellers, so qualified and has received a favorable determination letter from the IRS (covering all required law changes) and, to the Knowledge of the Sellers, there are no facts or circumstances that could reasonably be expected to cause the loss of such qualification or the imposition of any material liability, penalty or tax under ERISA, the Code or any other applicable Laws; (iv) other than routine claims for benefits, no liens, actions, investigations, examinations, claims, proceedings, lawsuits or complaints to or by any Person or Governmental Authority have been filed against any Company Plan or the Company or, to the Knowledge of the Sellers, against any other Person and, to the Knowledge of the Sellers, no such liens, actions, investigations, examinations, claims, proceedings, lawsuits or complaints are contemplated or threatened with respect to any Company Plan; (v) except as would not be material, no individual who has performed services for the Company has been improperly excluded from participation in any Company Plan; and (vi) there are no audits or proceedings initiated pursuant to the IRS Employee Plans Compliance Resolution System (currently set forth in Revenue Procedure 2013-12) or similar proceedings pending with the IRS or DOL with respect to any Company Plan. (e) No Company has any obligations for retiree health or life benefits under any Company Plan, other than coverage as may be required under Section 4980B of the Code or Part 6 of Title I of ERISA, or under the continuation of coverage provisions of the Laws of any state or locality. (f) There are no reserves, assets, surpluses or prepaid premiums with respect to any Company Plan that is a “welfare plan” within the meaning of Section 3(1) of ERISA, including any cafeteria plan balances, flexible spending account balances at any Seller. The level of insurance reserves under each Company Plan which provides group benefits and contemplates the holding of such reserves is reasonable and sufficient to provide for all incurred but unreported claims. (g) In all material respects, all employee data necessary to administer each Company Plan in accordance with its terms and conditions and all Laws is in possession of the Companies or its Subsidiaries and such data is complete, correct, and in a form which is sufficient for the proper administration of each Company Plan. (h) Neither the Company nor, to the Knowledge of the Sellers, any other “party in interest” or “disqualified person” with respect to any Company Plan has engaged in a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code involving such Company Plan which, individually or in the aggregate, could reasonably be expected to subject the Company to a tax or penalty imposed by Section 4975 of the Code or Sections 501, 502 or 510 of ERISA. To the Knowledge of the Sellers, no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply with the requirements of ERISA, the Code or any other applicable laws in connection with the administration or investment of the assets of any Company Plan. (i) All contributions (including all employer contributions and employee salary reduction contributions) or premium payments required to have been made under the terms of any material Employee Plan that is not Company Plan, or in writing; (D) any related trust agreementsaccordance with applicable Law, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative as of the DOL date hereof have in all material respects been timely made or any similar Governmental Authority relating to any compliance issues reflected on the Company’s financial statements in accordance with GAAP. In all material respects, all liabilities or expenses of the Company in respect of any Company Plan (including workers compensation) which have not been paid, have been properly accrued on the Company’s most recent financial statements in compliance with GAAP and all amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under the Company Plans have either been paid or are accurately reflected in the books and records of the applicable Company or Subsidiary. (j) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event (which would not in and of itself trigger such Employee payment or benefit): (i) entitle any current or former employee, officer, director, leased employee, consultant or agent (or their respective beneficiaries) of any Company to severance pay, unemployment compensation or any other payment under any Company Plan. , (ii) (A) accelerate the time of payment or vesting, (B) trigger any payment or funding, through a grantor trust or otherwise, (C) increase the amount of compensation or benefits due under any Company Plan, or (D) trigger any other obligation pursuant to any Company Plan, (iii) result in any breach or violation of, or a default under, any Company Plan, (iv) result in a non-exempt prohibited transaction within the meaning of section 406 of ERISA or Section 4975 of the Code, or (v) result in the payment of any amount that could, individually or in combination with any other payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code. (k) No current or former officer, director, employee, leased employee, consultant or agent (or their respective beneficiaries) has or will obtain a right to receive a gross-up payment from the Company with respect to any excise, additional income or penalty taxes that may be imposed upon such individual pursuant to Section 4999 or Section 409A of the Code or otherwise. (l) The Company may amend or terminate any Company Plan (other than an employment agreement or any similar agreement that cannot be terminated without the consent of the other party) at any time without incurring liability thereunder, other than in respect of accrued and vested obligations and medical or welfare claims incurred prior to such amendment or termination, ordinary administrative expenses typically incurred in a termination event, or such liability as imposed upon such a termination under the express provisions of such plan. (m) With respect to each Company Plan that is subject to the Laws or applicable customs or rules of relevant jurisdictions other than the United States or Canada (each, a “Foreign Plan”): (i) each Foreign Plan is in compliance in all material International Employee Planrespects with the applicable provisions of Law and regulations regarding employee benefits, mandatory contributions and retirement plans of each jurisdiction in which each such Foreign Plan is maintained, to the extent applicable, the Company those Laws are applicable to such Foreign Plan; (ii) each Foreign Plan has made available to Parent been administered at all times and in all material respects in accordance with its terms; (xiii) the most recent annual report or similar compliance documents required to be filed with there are no pending investigations by any Governmental Authority involving any Foreign Plan, and no pending claims (except for claims for benefits payable in the normal operation of the Foreign Plans), suits or proceedings against any Foreign Plan or asserting any rights or claims to benefits under any Foreign Plan; (iv) the transactions contemplated by this Agreement, by themselves or in conjunction with any other transactions, will not create or otherwise result in any material liability, accelerated payment or any enhanced benefits with respect to such plan any Foreign Plan; and (yv) the plan documents or a written description of all liabilities with respect to each Foreign Plan have been funded in accordance with the terms of any International Employee such Foreign Plan that is not and have been properly reflected in writing and (z) any document comparable to the determination letter reference under clause (B) financial statements of the prior sentence issued Company. The Company has satisfied all obligations under applicable law with respect to any plan or program maintained or sponsored by a Governmental Authority relating to Authority. (n) All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under the satisfaction Company Plans have either been paid or are accurately reflected in the books and records of Law necessary to obtain the most favorable tax treatmentapplicable Company or Subsidiary thereof.

Employee Plans. (a) Section 4.18(a3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list list, as of each material Employee Plan. For purposes the date of this Agreement, “Employee Plan” means each of (i) all material “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA; and (ii) all other material employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar material fringe, welfare or other employee benefit planplans, programprograms, agreement, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under pursuant to Section 414 of the Code (an “ERISA Affiliate”), or ) and with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise (collectively, the “Employee Plans”). With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With ; and (F) with respect to each material Employee Plan that is maintained in any non-United States jurisdiction (the “International Employee PlanPlans”), to the extent applicable, the Company has made available to Parent (x1) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing plan; and (z2) any document comparable to the determination letter reference under referenced pursuant to clause (B) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law law necessary to obtain the most favorable tax treatment.

Employee Plans. (a) Section 4.18(aSchedule 3.10(a) of the Company Disclosure Letter sets forth a complete lists all Employee Benefit Plans and accurate list of each material identifies those Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to Benefit Plans that are for the benefit of or relating to any current or former employee or director employees outside of the CompanyUnited States. (b) Except as set forth on Schedule 3.10(b), no Employee Benefit Plan (i) is a “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code, (ii) is a Multiemployer Plan or a plan that is subject to Title IV of ERISA, and (iii) provides health or other welfare benefits to former employees of any Group Company other than health continuation coverage pursuant to COBRA. (c) Except as set forth on Schedule 3.10(c), each Employee Benefit Plan has been maintained and administered in compliance in all material respects with its terms and the applicable requirements of its Subsidiaries or ERISA, the Code and any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liabilityapplicable laws. With respect to each Each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Code; (C) Code has received a favorable determination letter from the current plan documents and summary plan descriptionsInternal Revenue Service or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Employee Benefit Plan and, or a written description to the Knowledge of the terms of any material Employee Plan Company, there are no facts or circumstances that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices would be reasonably likely to or from adversely affect the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect qualified status of any such Employee Benefit Plan. . (d) No material liability under Title IV of ERISA has been or, to the Knowledge of the Company, is reasonably expected to be incurred by any Group Company or any ERISA Affiliate. (e) No Group Company or, to the Knowledge of the Company, any ERISA Affiliate has engaged in any transaction with respect to any Employee Benefit Plan that would be reasonably likely to subject any Group Company to any material Tax or penalty (civil or otherwise) imposed by ERISA, the Code or other applicable law. (f) With respect to each material International Employee Benefit Plan, to the extent applicable, the Company has made available to Parent copies, to the extent applicable, of (xi) the plan and trust documents and the most recent summary plan description, (ii) the most recent annual report (Form 5500 series), (iii) the most recent financial statements, and (iv) the most recent Internal Revenue Service determination letter. (g) No Group Company or similar any ERISA Affiliate has agreed or otherwise committed to adopt any new employee benefit plan that would constitute an Employee Benefit Plan or increase or improve the compensation, benefits or terms and conditions of employment or service of any director, officer, employee or consultant other than in the ordinary course of business or as required under an applicable Employee Benefit Plan. Each Employee Benefit Plan may be amended and terminated without material liability to any Group Company. (h) Except as set forth in Schedule 3.10(h), any Employee Benefit Plan that is deemed to constitute a nonqualified deferred compensation plan subject to Section 409A of the Code has been operated between January 1, 2005 and December 31, 2008 in good faith compliance documents required with Section 409A of the Code and the applicable notices and proposed regulations thereunder and since January 1, 2009 has been operated and is in documentary compliance, in all material respects, with the final regulations under Section 409A of the Code. The Group Companies have no obligation to be filed with indemnify, hold harmless or gross-up any Governmental Authority individual with respect to such plan any penalty tax or interest under Section 409A of Code. (yi) the plan documents Except as set forth on Schedule 3.10(i), no Employee Benefit Plan exists and there are no other contracts, plans or a written description arrangements covering any current or former employee, director, officer, contractor, consultant or shareholder of the terms Company that, individually or collectively, as a result of the execution of this Agreement or the transactions contemplated by this Agreement (whether alone or in connection with any other event(s)), would reasonably be expected to result in the payment or series of payments by any Group Company to any person of an “excess parachute payment” within the meaning of Section 280G of the Code. The Group Companies have no obligation to indemnify, hold harmless or gross-up any individual with respect to any excise tax paid pursuant to Section 4999 of Code. The Company has obtained the necessary stockholder approval of any International payments or benefits under any Employee Benefit Plan that is not or other agreement which would be an “excess parachute payment” under Section 280G of the Code as a result of the transactions contemplated by this Agreement in writing accordance with the requirements of Section 280G of the Code and (z) any document comparable the regulations promulgated thereunder and the Company has provided to Parent all material documentation related to, and evidence of, such stockholder approval prior to the determination letter reference under clause date of this Agreement. (Bj) Each of the prior sentence issued by a Governmental Authority relating Employee Benefit Plans is in material compliance with the Patient Protection and Affordable Care Act and its companion xxxx, the Health Care and Education Reconciliation Act of 2010, to the satisfaction extent applicable as of Law necessary to obtain the most favorable tax treatmentdate hereof.

Employee Plans. (a) Section 4.18(a‎3.18(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list as of each the date hereof of all material Employee PlanPlans. For purposes of this Agreementagreement, “Employee PlanPlans” means each means: (i) all “employee benefit planplans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA; and (ii) all other employment, bonus, phantom stock, restricted stock, restricted stock unit, Company Restricted Stock Unit, Company Option, Company Restricted Stock, stock appreciation right, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar control, fringe, welfare or other employee material benefit planor compensation plans, programprograms, agreementagreements, contractContracts, policy policies or binding arrangement arrangements (whether or not in writing) maintained maintained, sponsored or contributed to for the benefit of or relating required to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with contributed to by the Company or any of its Subsidiaries or under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise. With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent true, correct and complete and accurate copies of (A1) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B2) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the Code; (C3) the current plan documents (including all amendments thereto) and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D4) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E5) any notices from the last three years to or from the IRS or any office or representative of the DOL United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan. With ; and (6) with respect to each material International Employee PlanPlan that is maintained in any non-United States jurisdiction, to the extent applicable, the Company has made available to Parent (xA) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing plan; and (zB) any document comparable to the determination letter reference under referenced pursuant to clause (B2) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax Tax treatment.

Employee Plans. (a) Section 4.18(a3.16(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means (i) each (iA) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA ERISA, and (iiB) other terms of employment, including bonus, commissions, stock option, restricted stock unit, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental pension, retirement), disability, insurancevacation (entitlement and accrual), vacation, incentivesick days (entitlement and accrual), deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control control, golden parachute, vacation, meal subsidies, dependent care, medical care, employee assistance program, education or tuition assistance, welfare, or post-employment welfare plan, program, agreement, contract, policy or arrangement and each other material and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, written and unwritten policy or binding arrangement (whether or not in writing) maintained or contributed to by the Company or any of its Subsidiaries or otherwise for the benefit of or relating to any current or former employee employee, officer or director of the Company, any of its Subsidiaries or any former employee, officer or director with respect to whom the Company has any current obligations with respect to any of the foregoing, or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current Liability, and (ii) each employment agreement with each executive management employee of the Company or any of its Subsidiaries ((i) and (ii) collectively the “Material Employee Plans” and, together with any other material Liabilityemployment agreement with respect to which the Company or one of its Subsidiaries is a party, the “Employee Plans”), in each case, excluding plans, agreements or other arrangements required to be established or contributed to by statute or regulatory agency. The Company has provided to the Parent true and complete copies of all forms of employment agreements used for its and its Subsidiaries’ employees. (b) With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable applicable, the Company has made available to Parent complete and accurate copies of (A) each Material Employee Plan; (B) the two most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (BC) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (CD) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (DE) all material communications provided to Employee Plan participants; (F) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (EG) any notices notices, letters or other correspondence to or from the IRS IRS, the United States Department of Labor, Department of Health and Human Services or any office or representative of the DOL or any similar Governmental other Government Authority relating to any material compliance issues in respect of any such Employee Plan. With ; (H) with respect to each material International Employee PlanPlan that is maintained in any non-U.S. jurisdiction, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (BC) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment; (I) in the case of each Employee Plan intended to be qualified under Section 401(a) of the Code, the most recent IRS determination or opinion letter applicable to the Company Benefit Plans; (J) all related custodial agreements, insurance policies (including fiduciary liability insurance covering the fiduciaries of the Employee Plan), administrative services and similar agreements, and investment advisory or investment management agreements, if any; and (K) the most recent nondiscrimination tests performed under the Code. Each such Form 5500 and each such summary plan description (or similar document) was as of its date and is true, complete and correct in all material respects. All contributions, premiums or other payments that are due have been paid on a timely basis with respect to each Employee Plan. (c) No Employee Plan is currently and neither Company nor an ERISA Affiliate has ever maintained, sponsored, contributed to or been required to contribute to (1) a “defined benefit plan” (as defined in Section 414 of the Code), (2) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (3) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) (in each case under clause (1), (2) or (3) whether or not subject to ERISA) or (4) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. None of the Company, any of its Subsidiaries, any officer of the Company or any of its Subsidiaries or any of the Employee Plans which are subject to ERISA, any trusts created thereunder or any trustee or administrator thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that would reasonably be expected to subject the Company, any of its Subsidiaries or any officer of the Company or any of its Subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 of the Code or to any liability under Section 502(i) or 502(1) of ERISA. (d) Each Employee Plan has been entered into, maintained, operated and administered in compliance in all material respects with its terms and with all applicable Law, and with respect to the Exalenz Bioscience, Inc. 401(k) Plan, the applicable provisions of ERISA and the Code. (e) There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than (x) routine claims for benefits that have been or are being handled through an administrative claims procedure or (y) Legal Proceedings that have not resulted in and would not reasonably be expected to result in, individually or in the aggregate, material liabilities to the Company and its Subsidiaries (taken as a whole). (f) With respect to each Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA (i) no such Employee Plan provides (or could require the Company or any of the Company’s Subsidiaries to provide) post-employment welfare benefits to former employees of the Company or its ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Law; (ii) no such Employee Plan is unfunded or funded through a “welfare benefits fund” (as such term is defined in Section 419(e) of the Code), (iii) each such Employee Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code), complies with the applicable requirements of Section 4980B(f) of the Code and (iv) each such Employee Plan (including any such Employee Plan covering retirees or other former employees) may be amended or terminated without material liability to the Company and the Company’s Subsidiaries on or at any time after the Effective Time. (g) Each Employee Plan that is intended to be “qualified” under Section 401 of the Code may rely on a prototype opinion letter or has received a favorable determination letter from the IRS to such effect (or there remains sufficient time for the Company of its Subsidiaries to file an application for such determination letter from the IRS) and no such determination letter opinion has been revoked nor, to the Knowledge of the Company, no fact, development or event has occurred or exists since the date of such determination or opinion letter that would reasonably be expected to adversely affect the qualified status of any such Employee Plan nor has any such Employee Plan been amended since the date of its most recent determination opinion letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs. (h) Other than payments that may be made to the Persons listed in Section 3.16(h) of the Company Disclosure Letter (the “Primary Company Executives”), any amount that could be received (whether in cash or property or the vesting of property) as a result of the Merger or any other transaction contemplated hereby (alone or in conjunction with any other event, including any termination of employment) by any current or former employee, officer or director of the Company or any of its Affiliates who is a “disqualified individual” (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Employee Plan currently in effect would not be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) and would not result in the imposition of an excise Tax under Section 4999 of the Code (or similar provisions of Law relating to Taxes). The Company is not a party to, nor is it otherwise obligated under, any contract, agreement, plan or arrangement that provides for the gross-up of the excise Tax imposed by Section 4999 of the Code (or similar provision of Law relating to Taxes). (i) To the extent applicable, each International Employee Plan has been approved by the relevant taxation and other Governmental Authorities so as to enable: (i) the Company or any of its Subsidiaries and the participants and beneficiaries under the relevant International Employee Plan and (ii) in the case of any International Employee Plan under which resources are set aside in advance of the benefits being paid (a “Funded International Employee Plan”), the assets held for the purposes of the Funded International Employee Plans, to enjoy the most favorable taxation status possible and the Company is not aware of any ground on which such approval may cease to apply. Each Employee Plan that is intended to qualify as a capital gains with a trustee route plan under Section 102 of the Ordinance (“Section 102 Plan”) has received a favorable determination or approval letter or is otherwise approved by the ITA as such. All Company Options granted and Company Shares issued under any Section 102 Plan have been granted or issued, as applicable, in compliance with all material respects applicable requirements of Section 102 (including the relevant sub-section of Section 102 relevant to the capital gains with a trustee route) and the written requirements and guidance of the ITA, including, without limitation, the adoption of the applicable board and shareholders resolutions, the timely filing of the necessary documents with the ITA, the submission of the application to the ITA to approve a Section 102 Plan, the appointment of an authorized trustee to hold the Company Options, and, if applicable, Company Shares issued upon exercise of Company Options, the execution by each holder of Company 102 Securities of an undertaking to comply with the provisions of Section 102 of the Ordinance, and the timely deposit of such securities or related documents with such trustee, pursuant to the terms of Section 102 and including without limitation the guidance of the ITA published by the ITA on July 24, 2012 and clarification dated November 6, 2012. (j) Except as set forth on Section 3.16(j) of the Company Disclosure Letter, neither the execution or delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party nor the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party will (A) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of the Company or any of its Subsidiaries, (B) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, (C) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, or (D) result in any breach or violation of, or a default under, any Employee Plan. (k) Except as required by applicable Law or the terms of any Employee Plans as in effect on the date hereof, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any material respect or establish any new Employee Plan or to continue or materially increase any benefits under any Employee Plan. (l) Each Employee Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. The Company does not have any obligation to gross up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code.

Employee Plans. (a) Section 4.18(a3.20(a) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of each all material Employee PlanPlans. For purposes of this Agreement, the term “Employee PlanPlans” means each (i) all “employee benefit planplans” (as defined in within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA; and (ii) all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control control, employee loan, and other similar fringe, welfare or other compensation or employee benefit planplans, programprograms, agreementagreements, contractcontracts, policy policies or binding arrangement arrangements (whether or not in writing) (A) that are sponsored, maintained or contributed to (or required to be contributed to) for the benefit of or relating to any current or former employee employee, director or director independent contractor of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which that would be treated as a single employer with the Company or any of its Subsidiaries under pursuant to Section 414 of the Code (an “ERISA Affiliate”), ; or (B) with respect to which the Company or any of its Subsidiaries has any current material Liabilityliability, contingent or otherwise, in each case, other than any plan, program or arrangement maintained by a Governmental Authority to which the Company or any of its Subsidiaries is required to contribute pursuant to applicable Law. With respect to each material Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”)Plan, to the extent applicable applicable, the Company has made available to Parent Parent, prior to the date of this Agreement, true, correct and complete and accurate copies of (Aor, to the extent no such copy exists, an accurate description thereof, to the extent applicable) (1) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules theretothereto and any audited financial statements and actuarial valuation reports; (B2) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under pursuant to Section 401(a) of the CodeCode or, if such Employee Plan is a prototype plan, the opinion or notification letter which covers each such Employee Plan, if applicable; (C3) the current plan documents documents, including all amendments thereto, and summary plan descriptions, or a written description descriptions and summaries of the terms of any material Employee Plan that is not in writingmodifications; (D4) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E5) any notices to or from a copy of a Code Section 280G analysis prepared in connection with the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plantransactions contemplated by this Agreement. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction or covers any employee residing or working outside the United States (each, an “International Employee Plan”), to the extent applicable, the Company has made used commercially reasonable efforts to make available to Parent Parent, prior to the date hereof, true, correct and complete copies of (xa) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan plan; (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (zb) any document comparable to the determination letter reference under referenced pursuant to clause (B2) of the prior sentence above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment, (c) the plan documents, including all amendments thereto, and any legally required summaries thereof; and (d) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements. To the extent that the Company has not made available to Parent any of the documents relating to International Employee Plans set forth in this 3.20(a) prior to the date hereof, the Company will make such documents available to Parent not later than 10 Business Days after the date hereof.

Employee Plans. (a) There are no Company Employee Benefit Plans established, maintained, adopted, participated in, sponsored, contributed or required to be contributed to, provided, promised to provide, terminated by, or resulting in any material liability to the Company or any entity with which the Company is considered a single employer under Section 4.18(a414(b), (c) or (m) of the Code ("Company Disclosure Letter sets forth a complete and accurate list of each material Employee PlanERISA Affiliates"). For purposes of As used in this Agreement, “"Company Employee Benefit Plan” " means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit any plan, program, agreementpolicy, contractpractice, policy agreement or binding other arrangement (whether providing compensation or not benefits in writing) maintained or contributed to for the benefit of or relating any form to any current or former employee employee, independent contractor, officer or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its the Company Subsidiaries under or any beneficiary or dependent thereof, whether written or unwritten, formal or informal, including without limitation any "employee welfare benefit plan" within the meaning of Section 414 3(1) of the Code ERISA (an “ERISA Affiliate”"Company Employee Welfare Benefit Plan"), any "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (whether or with respect not such plan is subject to which the ERISA) ("Company Employee Pension Benefit Plan") and any other pension, profit-sharing, bonus, incentive compensation, deferred compensation, vacation, sick pay, stock purchase, stock option, phantom equity, severance, employment, consulting, unemployment, hospitalization or other medical, life, or other insurance, long- or short-term disability, change of control, fringe benefit, or any of its Subsidiaries has any current material Liability. other plan, program or policy. (a) With respect to each Company Employee Benefit Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent a true, correct and complete copy of: (xi) each writing constituting a part of such Company Employee Benefit Plan (including, but not limited to, the plan document(s), adoption agreement, prototype or volume submitter documents, trust agreement, annuity contract, third party administrative contracts, and insurance contracts) and all amendments thereto; (ii) the three most recent Annual Reports (Form 5500 Series) including all applicable schedules, if required; (iii) the current summary plan description and any material modifications thereto, if required to be furnished under ERISA, or any written summary provided to participants with respect to any plan for which no summary plan description exists; (iv) the most recent annual report determination letter (or similar compliance documents if applicable, advisory or opinion letter) from the Internal Revenue Service, if any, or if an application for a determination letter is pending, the application with all attachments; and (v) all notices given to such Company Employee Benefit Plan, the Company, or any ERISA Affiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other governmental agency relating to such Company Employee Benefit Plan. (b) Each Company Employee Benefit Plan that is intended to be "qualified" within the meaning of Section 401(a), 401(f), or 403(a) of the Code and, to the extent applicable, Section 401(k) of the Code ("Qualified Company Employee Benefit Plan"), has received a favorable determination letter from the Internal Revenue Service that has not been revoked, and no event has occurred and no condition exists that could reasonably be expected to adversely affect the qualified status of any such Company Employee Benefit Plan. For the avoidance of doubt, the term "favorable determination letter" as used in this Section 3.10(c) does not include an opinion letter or advisory letter issued with respect to a master & prototype or volume submitter plan. Any favorable determination letters referenced in this Section 3.10(c) cover "GUST" as defined in footnote 2 of IRS Notice 2003-49. Each Qualified Company Employee Benefit Plan has timely made "good faith" amendments to comply with the Economic Growth and Tax Reconciliation Relief Act of 2001 as required by IRS Notice 2001-42. The trusts established under the Qualified Company Employee Benefit Plans are exempt from federal income taxes under Section 501(a) of the Code and any potential excise taxes. (c) The Company has (i) filed or caused to be filed all returns and reports on the Company Employee Benefit Plans that it and/or any such plan are required to file and (ii) paid or made adequate provision for all fees, interest, penalties, assessments or deficiencies that have become due pursuant to those returns or reports or pursuant to any assessment or adjustment that has been made relating to those returns or reports. All other fees, interest, penalties and assessments that are payable by or for the Company have been timely reported, fully paid and discharged. There are no unpaid fees, penalties, interest or assessments due from the Company or from any other person or entity relative to any Company Employee Benefit Plan. The Company has collected or withheld all amounts that are required to be filed collected or withheld by it to discharge its obligations, and all of those amounts have been paid to the appropriate governmental authority or set aside in appropriate accounts for future payment when due. (d) The funding, if any, under each Company Employee Welfare Benefit Plan does not exceed and has not exceeded the limitations under Sections 419A(b) and 419A(c) of the Code. The Company is not subject to taxation on the income of any Company Employee Welfare Benefit Plan's welfare benefit fund (as such term is defined in Section 419(e) of the Code) under Section 419A(g) of the Code. All Company Welfare Employee Benefit Plans required to comply with the health care continuation coverage ("COBRA") provisions of ERISA and the Code have complied with such requirements in all material respects. (e) Each Company Employee Benefit Plan has been operated and administered in all material respects in accordance with its provisions. All contributions required to be made to any Governmental Authority Company Employee Benefit Plan (or to any person pursuant to the terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Company SEC Reports which are publicly available prior to the date of this Agreement. All such contributions representing participant contributions have been made within the time required by Department of Labor regulation section 2510.3-102. (f) The Company and the Company Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all laws and regulations applicable to the Company Employee Benefit Plans. Neither the Company nor any Company Subsidiary has engaged in any prohibited transaction, within the meaning of Section 4975 of the Code or Section 406 of ERISA, as a fiduciary or party in interest with respect to such plan any Company Employee Benefit Plan, and, to the knowledge of the Company or any Company Subsidiary, (x) no prohibited transaction has occurred with respect to any Company Employee Benefit Plan and (y) no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the plan documents administration or a written description investment of the terms assets of any International Company Employee Benefit Plan. (g) Neither the Company nor any ERISA Affiliate has ever established, maintained, contributed to, or had an obligation to contribute to, any Company Employee Benefit Plan that is not a "multiemployer plan," as that term is defined in writing Section 3(37) of ERISA, or is subject to Title IV of ERISA, and no liability under Title IV of ERISA (z) any document comparable including a liability to pay premiums to the determination letter reference Pension Benefit Guaranty Corporation) has been or is expected to be incurred by the Company or any of the Company Subsidiaries. (h) The Company and the Company Subsidiaries have not offered to provide life, health or medical benefits or insurance coverage to any individual, or to the family members of any individual, for any period extending beyond the termination of the individual's employment, except to the extent required by the COBRA provisions in ERISA and the Code or similar provisions of state law. (i) The consummation of the transactions contemplated by this Agreement will not, either alone or in connection with termination of employment, (i) entitle any current or former employee, independent contractor, director, or officer of the Company or the Company Subsidiaries to severance pay, any change in control payment, or any other material payment, except as expressly provided in this Agreement, (ii) accelerate the time of payment or vesting, change the form or method of payment, or increase the amount of compensation due, any such employee, independent contractor, director, or officer, or (iii) entitle any such employee, independent contractor, director or officer to any gross-up or similar material payment in respect of the excise tax described in Section 4999 of the Code. Neither the Company nor any Company Subsidiary has taken any action that would result in its incurring any obligation for any payments or benefits described in subsections (i), (ii) or (iii) of this Section 3.10(j) (without regard to whether the transactions contemplated by this Agreement are consummated) except to the extent required in a written contract or agreement in existence as of the date of this Agreement. (j) There are no suits, actions, proceedings, investigations, claims or orders pending or, to the knowledge of the Company, threatened against the Company, any Company Subsidiary or any Company Employee Benefit Plan related to any Company Employee Benefit Plan (other than claims in the ordinary course of business). No Employee Benefit Plan is subject to any ongoing audit, investigation, or other administrative proceeding of any governmental entity, and no Plan is the subject of any pending application for administrative relief under clause any voluntary compliance program or closing agreement program of the Internal Revenue Service or the Department of Labor. (Bk) The Company has the right to amend or terminate each Company Employee Benefit Plan at any time without incurring any liability other than with respect to benefits that have already accrued under a Company Employee Pension Benefit Plan. (l) Without limiting the generality of any other representation contained herein, there exists no lien against the Company, any Company Subsidiary, any ERISA Affiliate, or any of their assets arising under sections 302(f) or 4068(A) of ERISA or section 412(n) of the prior sentence issued by Code. (m) Neither the Company nor any Company ERISA Affiliate has a Governmental Authority relating formal plan, commitment, or proposal, whether legally binding or not, nor has any of them made a commitment to employees, officers, directors, consultants or independent contractors to create any additional Company Employee Benefit Plan or modify, change or terminate any existing Company Employee Benefit Plan, and no such plan, commitment or proposal is under serious consideration. No events have occurred or are expected to occur with respect to any Company Employee Benefit Plan that would cause a material change in the satisfaction cost of Law necessary to obtain providing the most favorable tax treatmentbenefits under such plan or would cause a material change in the cost of providing for other liabilities of such plan. (n) As used in this Agreement "ERISA" means the Employee Retirement Income Securities Act of 1974, as amended, and the rules and regulations promulgated thereunder.

Employee Plans. Except as disclosed in the Offering Memorandum, all of the Employee Plans (aas defined below) Section 4.18(aare and have been established, registered, qualified, invested and administered, in all material respects, in accordance with their terms and all laws, including all tax laws where same is required for preferential tax treatment; to the knowledge of the Company, no fact or circumstance exists that could materially adversely affect the preferential tax treatment ordinarily accorded to any such Employee Plan; all obligations regarding the Employee Plans have been satisfied, there are no outstanding defaults or violations by any party to any Employee Plan and no taxes, penalties or fees are owing or eligible under or in respect of any of the Employee Plans; to the knowledge of the Company, no Employee Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any governmental entity or by any other person (other than routine claims for benefits); all contributions or premiums required to be paid by the Company under the terms of each Employee Plan or by law have been made in a timely fashion in accordance with law and the terms of the Employee Plans; the Company has no liability (other than liabilities accruing after the date hereof) with respect to any of the Employee Plans; contributions or premiums for the period up to the date hereof have been paid by or on behalf of the Company Disclosure Letter sets forth and its Material Subsidiaries, as applicable; and each Employee Plan which is a complete funded plan is fully funded as of the date hereof on both a going concern and accurate list of each material Employee Plana solvency basis pursuant to the actuarial assumptions and methodology utilized in the most recent actuarial valuation therefor. For purposes of this AgreementAs used herein, “Employee PlanPlans” means each (i) “all the employee benefit plan” (as defined in Section 3(3) of ERISA)benefit, whether or not subject to ERISA and (ii) other employmentfringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, stock option, stock purchase or other equity-basedpurchase, benefitstock appreciation, incentive compensationphantom stock, profit sharinghealth, savingswelfare, retirement (including early retirement and supplemental retirement)medical, dental, disability, insurancelife insurance and similar plans, vacationprogrammes, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare arrangements or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or practices relating to any current or former employee employees, officers or director directors of the CompanyCompany and its Material Subsidiaries maintained, any of its Subsidiaries sponsored or any other trade or business (whether or not incorporated) which would be treated as a single employer with funded by Quebecor Inc., the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”)Material Subsidiary, whether written or with respect to which the Company oral, funded or any of its Subsidiaries has any current material Liability. With respect to each Employee Planunfunded, insured or self-insured, registered or unregistered, other than an Employee Plan that is maintained in any nongovernment-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”)sponsored employment insurance, to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Planworkers’ compensation, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, health insurance or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentpension plans.

Employee Plans. (a) Section 4.18(a3.11(a) of the Company Disclosure Schedules sets forth a true and complete list of all material Employee Benefit Plans (including, for each such Employee Benefit Plan, its jurisdiction), with the exception of any contracts of employment with Group Employees based in the UK which are based on the Company’s standard form contract of employment. With respect to each material Employee Benefit Plan, the Group Companies have provided or made available to SPAC true and complete copies of (as applicable): (i) all current plan documents pursuant to which the plan is maintained, funded and administered (including any trust agreement, insurance contract or other funding instrument); (ii) the most recent IRS determination or opinion letter (or, for Employee Benefit Plans maintained for the benefit of employees primarily performing services outside the United States, any similar determination by an applicable Governmental Entity), if applicable; (iii) the most recent summary plan description distributed to participations; (iv) the nondiscrimination and compliance testing results for the three most recent plan years; and (v) all non-ordinary course communications between the Company and any Governmental Entity sent or received in the last three years. (b) Except as would not be material to the Group Companies, taken as a whole, no Group Company has any Liability with respect to or under: (i) a Multiemployer Plan; (ii) a “defined benefit plan” (as defined in Section 3(35) of ERISA, whether or not subject to ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code; (iii) a “multiple employer plan” within the meaning of Section of 413(c) of the Code or Section 210 of ERISA; (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA; or (v) a UK defined benefit or final salary pension scheme and no Group Company has operated or participated in such a scheme. Except as would not be material to the Group Companies, taken as a whole, no Group Company has any Liabilities to provide any retiree or post-employment health or life insurance or other welfare-type benefits to any Person other than health continuation coverage pursuant to Law for which the recipient pays the full cost of coverage. Except as would not be material to the Group Companies, taken as a whole, no Group Company has any Liabilities by reason of at any time being considered a single employer under Section 414 of the Code with any other Person. (c) Except as would not be material to the Group Companies, taken as a whole, each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has timely received a favorable determination or opinion or advisory letter from the Internal Revenue Service. None of the Group Companies has incurred (whether or not assessed) any material penalty or Tax under Section 4980H, 4980B, 4980D, 6721 or 6722 of the Code, and no circumstance exists or event has occurred that could reasonably be expected to result in the imposition of any such penalty or Tax. (d) Except as would not be material to the Group Companies, taken as a whole, there are no pending or, to the Company’s knowledge, threatened claims or Proceedings with respect to any Employee Benefit Plan (other than routine claims for benefits). With respect to each Employee Benefit Plan, all contributions, distributions, reimbursements and premium payments that are due have been timely made, transferred and paid in full, or if not yet due, have been properly accrued in accordance with IFRS. Each Employee Benefit Plan has been established, funded, administered and maintained, in form and in operation, in all material respects in compliance with its terms and all applicable Laws. (e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (whether alone or in combination with any other event(s)) will (i) result in any payment or benefit becoming due to or result in the forgiveness of any Indebtedness of any director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies (whether current, former or retired) or their beneficiaries, (ii) materially increase the amount or value of any compensation or benefits payable to any director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies (whether current, former or retired or their beneficiaries), or (iii) result in the acceleration of the time of payment, funding or vesting, or trigger any payment or funding of any material compensation or material benefits to any director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies (whether current, former or retired) or their beneficiaries. (f) No amount that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of Indebtedness) by any director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies under any Employee Benefit Plan or otherwise as a result of the consummation of the transactions contemplated by this Agreement could, separately or in the aggregate, be nondeductible under Section 280G of the Code or subjected to an excise Tax under Section 4999 of the Code. (g) No Group Company has any current or contingent obligation to make a “gross-up” or similar payment in respect of any Taxes that may become payable under Section 4999 or 409A of the Code. (h) Except as would not be material to the Group Companies, taken as a whole, each Foreign Benefit Plan that is required to be registered or intended to be Tax exempt or receive favorable tax treatment has been registered (and, where applicable, accepted for registration) and is Tax exempt and has been maintained in good standing, to the extent applicable, with each Governmental Entity. Except as would not be material to the Group Companies, taken as a whole, or as set forth under Section 3.11(h) of the Company Disclosure Schedules, no Foreign Benefit Plan is a gratuity, termination indemnity or “defined benefit plan” (as defined in ERISA, whether or not subject to ERISA) or has any material unfunded or underfunded Liabilities, nor are such unfunded liabilities reasonably expected to arise in connection with the transactions contemplated by this Agreement. Except as would not be material to the Group Companies, taken as a whole, all contributions required to have been made by or on behalf of the Group Companies with respect to plans or arrangements maintained or sponsored a Governmental Entity (including severance, termination indemnities or other similar benefits maintained for employees outside of the U.S.) have been timely made or fully accrued. (i) The Group Companies have not made any material changes to the Employee Benefit Plans resulting from disruptions caused by the COVID-19 pandemic or COVID-19 Matters, nor are any such changes currently contemplated. (j) All Company Options have been issued in compliance in all material respects with the Company Equity Plan and all applicable Laws and properly accounted for in all material respects in accordance with applicable accounting standards. All Company Options granted under Section 102 of the Ordinance were duly and timely deposited with the 102 Trustee in accordance with the provisions of Section 102 of the Ordinance. Section 3.11(j)(i) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (all Company Options issued and outstanding as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Companydate hereof, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”)including, or with respect to each Company Option: (A) the name of the holder thereof; (B) the number of Company Ordinary Shares issuable upon exercise or conversion of such Company Option; (C) the incentive equity plan or other agreement under which such Company Option was granted; and (D) the date of grant, the exercise price, and the vesting schedule, including any acceleration provisions with respect thereto, as applicable, of such Company Option. Except as set forth in Section 3.11(j)(ii) of the Company Disclosure Letter, each Company Option or any Company Ordinary Share issued as a result of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan exercise of such Company Option that is maintained identified in Section 3.11(j)(i) of the Company Disclosure Schedule as having been granted under Section 102(b)(2) of the Ordinance is intended to qualify for any non-U.S. jurisdiction primarily favorable tax treatment for Israeli taxpayers under Section 102(b)(2) of the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Ordinance. The Company has made available to Parent the SPAC accurate and complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for Company Options database, each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents Company Plans and summary plan descriptions, or a written description each standard form of the terms of award agreement pursuant to which any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentOption was granted thereunder.

Employee Plans. (a) There are no material Company Employee Benefit Plans currently or in the past that have been established, maintained, adopted, participated in, sponsored, contributed to or required to be contributed to, by the Company or any entity with which the Company is considered a single employer under Section 4.18(a414(b), (c) or (m) of the Code (“Company Disclosure Letter sets forth a complete and accurate list of each material Employee PlanERISA Affiliates”). For purposes of As used in this Agreement, “Company Employee Benefit Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit any plan, program, agreementpolicy, contractpractice, policy agreement or binding other arrangement (whether providing compensation or not benefits in writing) maintained or contributed to for the benefit of or relating any form to any current or former employee employee, independent contractor, officer or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its the Company Subsidiaries under or any beneficiary or dependent thereof, whether written or unwritten, formal or informal, including without limitation any “employee welfare benefit plan” within the meaning of Section 414 3(1) of the Code ERISA (an “ERISA AffiliateCompany Employee Welfare Benefit Plan”), any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (whether or with respect not such plan is subject to which the ERISA) (“Company Employee Pension Benefit Plan”) and any other pension, profit-sharing, bonus, incentive compensation, deferred compensation, vacation, sick pay, stock purchase, stock option, phantom equity, severance, employment, consulting, unemployment, hospitalization or other medical, life, or other insurance, long- or short-term disability, change of control, fringe benefit, or any of its Subsidiaries has any current material Liability. With respect to each Employee Planother plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, program or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Planpolicy. With respect to each material International Company Employee Benefit Plan, to the extent applicable, the Company has made available to Parent Parent, to the extent requested by Parent, a true, correct and complete copy of: (xi) each writing constituting a part of such Company Employee Benefit Plan and all amendments thereto; (ii) the most recent annual report or similar compliance documents Annual Report (Form 5500 Series) including all applicable schedules, if required; (iii) the current summary plan description and any material modifications thereto, if required to be filed with furnished under ERISA, or any Governmental Authority written summary provided to participants with respect to such any plan for which no summary plan description exists; and (yiv) the plan documents most recent determination letter (or if applicable, advisory or opinion letter) from the Internal Revenue Service, if any, or if an application for a written description of determination letter is pending, the terms of any International application with all attachments. (c) Each Company Employee Benefit Plan that is not in writing and (z) any document comparable intended to be “qualified” within the determination letter reference under clause (Bmeaning of Section 401(a), 401(f), or 403(a) of the prior sentence issued by a Governmental Authority relating Code and, to the satisfaction extent applicable, Section 401(k) of Law necessary the Code (“Qualified Company Employee Benefit Plan”), has received a favorable determination letter from the Internal Revenue Service that has not been revoked and covers “GUST” as defined in footnote 2 of IRS Notice 2003-49, and no event has occurred and no condition exists that could reasonably be expected to obtain adversely affect the most favorable tax treatmentqualified status of any such Company Employee Benefit Plan.

Employee Plans. (a) Section 4.18(aSchedule 5.19(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) all “employee benefit planplans,” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) all other employmentplans, bonuspolicies and agreements providing severance pay, stock optionsick leave, stock purchase or other equity-basedvacation pay, benefit, incentive compensation, profit sharing, savingssalary continuation, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentivebenefits, deferred compensation, supplemental retirement (including termination indemnities and seniority payments)bonus pay, severanceincentive pay, terminationstock options, retentionhospitalization insurance, change of control and other similar fringemedical insurance, welfare life insurance, cafeteria benefits, dependent care reimbursements, prepaid legal benefits, scholarships or other employee benefit plantuition reimbursements, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with by the Company or any of its the Retained Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its the Retained Subsidiaries has any is obligated to contribute thereunder for current material Liability. With or former employees the Company and the Retained Subsidiaries (excluding the Transferred Benefit Plans, the “Employee Benefit Plans”). (b) True, correct and complete copies of the following documents, with respect to each of the Employee PlanBenefit Plans, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for have been delivered to the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”)Buyer, to the extent applicable applicable: (i) all plans and related trust documents, and amendments thereto; (ii) Forms 5500 filed for the Company has made available to Parent complete and accurate copies of three most recent plan years; (Aiii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules theretodetermination letter; and (Biv) the most recent determination lettersummary plan descriptions, if anyannual reports and material modifications. (c) None of the Employee Benefit Plans is a multiemployer plan, as defined in Section 3(37) of ERISA (“Multiemployer Plan”). Neither the Company nor any ERISA Affiliate has withdrawn in a complete or partial withdrawal, within the meaning of Section 4201 of ERISA, from any Multiemployer Plan, nor has any of them incurred any liability due to the IRS for any termination or reorganization of a Multiemployer Plan which has not been satisfied in full. (d) Each Employee Benefit Plan that is intended to qualify under Section 401(a) 401 of the Code and the trust maintained pursuant thereto is exempt from federal income taxation under Section 501 of the Code; (C) , and nothing has occurred with respect to the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect operation of any such Employee PlanBenefit Plan that would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code. (e) All contributions (including all employer contributions and employee salary reduction contributions) and all premiums required to have been paid under any of the Employee Benefit 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 due date thereof (including any valid extension). With respect No accumulated funding deficiencies exist in any of the Employee Benefit Plans subject to each material International Section 412 of the Code. (f) Neither the Company nor any ERISA Affiliate has terminated any Employee PlanBenefit Plan subject to Title IV, or incurred any outstanding liability under Section 4062 of ERISA, to the extent applicablePBGC or to a trustee appointed under Section 4042 of ERISA. Neither the Company nor any ERISA Affiliate has engaged in any transaction described in Section 4069 of ERISA. (g) Except as set forth on Schedule 5.19(g) hereto, there are no pending material actions, claims or lawsuits which have been asserted or instituted against the Employee Benefit Plans, the Company has made available to Parent (x) assets of any of the most recent annual report trusts under such plans or similar compliance documents required to be filed with the plan sponsor or the plan administrator, or against any Governmental Authority fiduciary of the Employee Benefit Plans with respect to the operation or administration of such plans or the investment of plan assets (yother than routine benefit claims), nor does the Seller have Knowledge of facts which could form the basis for any such claim or lawsuit. Except as set forth on Schedule 5.19(g) hereto, no Employee Benefit Plan has been the plan documents subject of an audit, investigation or a written description examination by any Governmental Entity within the three preceding years. (h) Except as set forth on Schedule 5.19(h), the Employee Benefit Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA, the Code and other applicable federal and state laws. None of the terms Company, the Retained Subsidiaries, or, to the Seller’s Knowledge, any “party in interest” or “disqualified person” with respect to the Employee Benefit Plans has engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or 4975 of the Code. Except as set forth on Schedule 5.19(h), no stock or other security issued by the Company or any Affiliate forms or has formed a part of the assets of any International Employee Plan that is not in writing Benefit Plan. (i) Except as set forth on Schedule 5.19(i) hereto, neither the execution and (z) any document comparable delivery of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or as a prerequisite to the determination letter reference under clause occurrence of any subsequent event: (Bi) result in any payment becoming due to any employee (current, former or retired) of the prior sentence issued by Company or the Retained Subsidiaries; (ii) increase any benefits otherwise payable under any Employee Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any benefits under any Employee Benefit Plan; or (iv) constitute a Governmental Authority relating “change in control” or similar event under any Employee Benefit Plan. (j) Schedule 5.19(j) sets forth the names of the persons eligible to participate in the satisfaction OPEB Plans, their ages and years of Law necessary to obtain service credited under the most favorable tax treatmentOPEB Plans on the date hereof, date of retirement (if applicable), and whether they are union employees.

Employee Plans. (a) All employees of the Company or any of its Subsidiaries are employed by the Company or the Partnership. Section 4.18(a3.12(a) of the Company Disclosure Letter Schedule sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “all "employee benefit plan” (plans," as defined in Section 3(3) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), whether and all other material employee benefit plans or not other benefit arrangements or payroll practices including bonus plans, fringe benefits, executive compensation, consulting or other compensation agreements, change in control agreements, incentive, equity or equity-based compensation, deferred compensation arrangements, stock purchase, severance pay, sick leave, vacation pay, salary continuation, hospitalization, medical benefits, life insurance, other welfare benefits, scholarship programs, directors' benefit, bonus or other incentive compensation, which the Company or the Partnership sponsors, maintains, contributes to or has any obligation to contribute to (each a "Company Employee Benefit Plan" and collectively, the "Company Employee Benefit Plans"). None of the Company Employee Benefit Plans is or has been subject to Title IV of ERISA, or is or has been subject to Sections 4063 or 4064 of ERISA, nor is the Company, its Subsidiaries or any ERISA Affiliate obligated to contribute to a multiemployer plan, as defined in Section 3(37) of ERISA (a "Multiemployer Plan"). Neither the Company nor any ERISA Affiliate has incurred any material present or contingent liability under Title IV of ERISA, nor does any condition exist which could reasonably be likely to result in any such liability. (b) Correct and complete copies of the following documents, with respect to each of the Company Employee Benefit Plans, other than a Multiemployer Plan, have been made available to Parent by the Company: (i) plan and related trust documents, and amendments thereto; (ii) the three most recent Forms 5500 and schedules thereto, if applicable; (iii) the most recent Internal Revenue Service ("IRS") opinion letter or determination letter (which resulted from a proper and timely filing with the IRS), if any; (iv) the three most recent financial statements and actuarial valuations, if applicable; and (v) summary plan descriptions, if applicable. (c) Except as would not have and would not reasonably be likely to have, a Material Adverse Effect, (i) the Company and the Partnership have performed all obligations required to be performed by them under all Company Employee Benefit Plans; (ii) the Company Employee Benefit Plans have been administered in compliance with their terms and the requirements of ERISA, the Code and other employmentapplicable Laws; (iii) all contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any of the Company Employee Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof and all contributions for any period ending on or before the Closing Date which are not yet due will have been paid or accrued prior to the Closing Date; (iv) there are no actions, bonussuits, stock optionarbitrations, stock purchase investigations, audits or claims (other than routine claims for benefits) filed, or to the knowledge of the Company or the Partnership, threatened in writing with respect to any Company Employee Benefit Plan; and (v) the Company and the Partnership have no liability as a result of any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) for any excise Tax or civil penalty. (d) Neither the Company nor the Partnership is subject to any unsatisfied withdrawal liability with respect to any Multiemployer Plan. (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 received an opinion letter or determination letter from the IRS. The Company and the Partnership know of no fact which would adversely affect the qualified status of any such Company Employee Benefit Plan or the exemption of such trust. (f) Except as set forth in Section 3.12(f) of the Company Disclosure Schedule, none of the Employee Benefit Plans provide for continuing post-employment health, life insurance coverage or other equity-basedwelfare benefits for any participant or any beneficiary of a participant except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, benefitas amended, incentive compensation, profit sharing, savings, retirement or similar state law (including early retirement and supplemental retirement"COBRA"), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement . (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare g) No stock or other employee benefit plansecurity issued by the Company forms or has formed a material part of the assets of any tax qualified Company Employee Benefit Plan. (h) Except as set forth in Section 3.12(h) of the Company Disclosure Schedule, programneither the execution and delivery of this Agreement nor the consummation of the Mergers will (i) result in any material payment becoming due, agreementor materially increase the amount of compensation due, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries Subsidiaries; (ii) materially increase any benefits otherwise payable under Section 414 any Company Employee Benefit Plan; or (iii) result in the acceleration of the Code (an “ERISA Affiliate”), time of payment or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect vesting of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentbenefits.

Employee Plans. (a) Section 4.18(a4.19(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “"employee benefit plan” " (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy plan or binding arrangement (whether or not in writing) program maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company or any of its Subsidiaries (collectively, the "Employee Plans"). (b) With respect to each of the Employee Plans, the Company has made available to Parent complete copies of each of the following documents: (i) the Employee Plan (including all amendments thereto); (ii) the annual report and actuarial report, if required under ERISA or the Code, for the most recently concluded plan year; (iii) the most recent Summary Plan Description, together with each Summary of Material Modifications, if required under ERISA; (iv) if the Employee Plan is funded through a trust or any third party funding vehicle, the trust or other funding agreement (including all amendments thereto) and the most recent financial statements with respect thereto; and (v) the most recent determination letter received from the IRS with respect to each Employee Plan that is intended to be qualified under Section 401(a) of the Code. (c) No Employee Plan is a "defined benefit plan" (as defined in Section 414 of the Code), other than the Midas Executive Retirement Plan—Defined Benefit Retirement Component. Neither the Company nor any ERISA Affiliate maintains, or ever has maintained, any arrangement subject to Title IV of ERISA or Section 412 of the Code, a "multiemployer plan" (as defined in Section 3(37) of ERISA), a "multiple employer plan" (as defined in Section 4063 or 4064 of ERISA), a "multiple employer welfare arrangement" (as defined in Section 3(40) of ERISA. (d) Each Employee Plan has been maintained, operated and administered in substantial compliance with its terms and with all applicable Law, including the applicable provisions of ERISA and the Code. There are no pending or, to the Knowledge of the Company, threatened claims by or on behalf of any of the Employee Plans, by any employee or beneficiary covered under any Employee Plan as such or otherwise involving any Employee Plan (other than routine claims for benefits). (e) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt "prohibited transaction," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any other trade Employee Plan or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to for which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an indemnification obligation. (f) No Employee Plan that is maintained in any non-U.S. jurisdiction primarily for a "welfare benefit plan" within the benefit meaning of persons substantially all Section 3(1) of whom are non-resident aliens (the “International Employee Plans”), ERISA provides benefits to the extent applicable former employees of the Company has made available or its Subsidiaries, other than pursuant to Parent complete and accurate copies Section 4980B of the Code or any similar Law. (Ag) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Each Employee Plan that is intended to qualify be "qualified" under Section 401(a) 401 of the Code; (C) the current plan documents and summary plan descriptions, Code may rely on a prototype opinion letter or has received a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or favorable determination letter from the IRS to such effect (or any office there remains sufficient time for the Company to file an application for such determination letter from the IRS) and no fact, development or representative event has occurred or exists since the date of such determination or opinion letter that has materially and adversely affected the DOL or any similar Governmental Authority relating to any compliance issues in respect qualified status of any such Employee Plan; (h) Except as set forth on Section 4.19(h) of the Company Disclosure Letter, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, whether alone or together with any other event, (A) result in any payment or benefit becoming due or payable, or required to be provided, to any current or former director, employee or independent contractor of the Company or any of its Subsidiaries, (B) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such current or former director, employee or independent contractor, or (C) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation; or (i) Except as set forth on Section 4.19(i) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any agreement, contract or arrangement that could result, separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code or in respect of which a deduction has been or could be disallowed pursuant to Section 162(m) of the Code. (j) All contributions, premiums and other payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for. (k) Each Employee Plan that is a "nonqualified deferred compensation plan" (as defined under Sections 409A(d)(1) or 457A of the Code) and each award thereunder complies with, and has been operated and administered in compliance with, the applicable requirements of Section 409A and 457A of the Code, respectively, including any regulations promulgated in proposed or final form and guidance issued thereunder from the period beginning January 1, 2005 through the date hereof or, to the extent amounts were deferred and vested in taxable years beginning before January 1, 2005, the plan under which the deferral is made has not been materially modified since October 2, 2004. No such Employee Plan or any awards thereunder would subject any service provider of the Company or any of its Subsidiaries to Taxes pursuant to Sections 409A or 457A of the Code as a result of participation in any such Employee Benefit Plan or holding of any award thereunder. Neither the Company nor any of its Subsidiaries is required to gross up or reimburse a payment to any employee for Taxes incurred under Sections 409A or 457A of the Code. (l) With respect to each material International Employee Plan established or maintained outside of the United States of America primarily for benefit of employees of the Company or any of its Subsidiaries residing outside the United States of America (a "Foreign Benefit Plan"): (i) all employer and employee contributions to each Foreign Benefit Plan required by law or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the extent applicable, the Company has made available actuarial assumptions and valuations most recently used to Parent determine employer contributions to such Foreign Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (xiii) the most recent annual report or similar compliance documents each Foreign Benefit Plan required to be filed registered has been registered and has been maintained in good standing with any Governmental Authority with respect applicable regulatory authorities. (m) Certain payments that have been made or are to such plan (y) the plan documents be made and certain benefits that have been granted or a written description are to be granted according to employment compensation, severance and other employee benefit plans of the terms Company or its Subsidiaries, including the Employee Plans (collectively, the "Arrangements"), to certain holders of any International Employee Plan that is not in writing shares of Company Common Stock (the "Covered Securityholders") and all such amounts payable under the Arrangements (i) are being paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) and (zii) any document comparable are not calculated based on the number of shares of Company Common Stock tendered or to be tendered into the determination letter reference under clause (B) Offer by the applicable Covered Securityholder. The adoption, approval, amendment or modification of each Arrangement since the prior sentence issued by a Governmental Authority discussions between the Company and Parent relating to the satisfaction transactions contemplated by this Agreement began has been approved as an employment compensation, severance or other employee benefit arrangement solely by independent directors of Law the Company in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto. The "safe harbor" provided pursuant to Rule 14d-10(d)(2) is otherwise applicable thereto as a result of the taking prior to the execution of this Agreement of all necessary to obtain actions by the most favorable tax treatmentCompany Board, the Compensation Committee of the Company Board or its independent directors.

Employee Plans. (a) Section 4.18(a) Except as disclosed on Schedule 2.18(a), none of Seller, the Company Disclosure Letter sets forth a complete and accurate list Company, or any of each material Employee Plan. For purposes of this Agreementtheir Affiliates, “Employee Plan” means each (i) “sponsors or maintains, any "employee benefit plan” (," as defined in under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to ERISA and (ii) any other employmentbonus, bonuspension, stock option, stock purchase or other equitypurchase, stock appreciation right, equity incentive, welfare, profit-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, vacation, severance, hospitalization, insurance, vacation, incentive, deferred compensation, supplemental retirement compensation, fringe benefit, excess benefit plan, top-hat plan, rabbi trust, secular trust, nonqualified annuity contract, golden parachute payment (including termination indemnities all frozen plans and seniority payments), severance, termination, retention, change terminated plans that have not completed final distribution of control and other similar fringe, welfare their assets) or other material employee benefit plan, programfund, agreementtrust, contractprogram or arrangement, policy or binding arrangement (whether or not in writing) each of the foregoing cases which cover, are maintained or contributed to for the benefit of of, or relating relate to any or all current or former employee employees, directors or director independent contractors of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code their dependents, survivors or beneficiaries, whether or not legally binding and whether oral or in writing (an “ERISA Affiliate”"EMPLOYEE PLANS"), . Seller or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent the Buyer complete and accurate correct copies of each Employee Plan (Aor a written description thereof), and where applicable: (i) the most recent annual report on Form 5500 5500, together with schedules, as required, and any required to have been filed with the IRS for each Employee Plan, including all schedules theretofinancial statements and opinions; (Bii) the most recent determination letter issued by the IRS; (iii) the most recent summary plan description and all modifications (iv) any trust, insurance or annuity contracts maintained in connection therewith; and (v) the most recent actuarial valuation. (b) Schedule 2.18(b) sets forth a list (i) showing the names of all of the employees of the Company (the "BUSINESS EMPLOYEES") showing for each: (i) hire date, current job title or description, current salary level (including any bonus or deferred compensation arrangements) and any bonus, commission or other remuneration paid during fiscal year 2002 describing any contractual arrangements with such employee; and (ii) identifying any Business Employees either currently on short-term or long-term disability under any Employee Plan. Neither Buyer nor the Company will incur any liability under any severance agreement, deferred compensation agreement, employment agreement or Employee Plan as a result of the consummation of the transactions contemplated under this Agreement. To Seller's Knowledge, none of the Business Employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee's efforts to promote the interests of the Company or Buyer or that would conflict with the Company's business as presently conducted. Neither Seller nor the Company has received notice from any officer or group of Business Employees, that such person(s) intends to terminate their employment. (c) Except as set forth on the applicable section of Schedule 2.18(c): (i) each Employee Plan has been maintained and operated in substantial compliance with its terms and the requirements of applicable law, including the Code and ERISA; all required filings that are due for each such plan have been made; and any such plan that has terminated has completed the final distribution of its assets in accordance with its terms and such termination; (ii) each Employee Plan intended to be "qualified" within the meaning of Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination letter from the IRS (or timely filed for such determination); since the date of such determination letter, if any, there are, to the Seller's Knowledge, no circumstances that are likely to adversely affect the qualification of such plan; to Seller's Knowledge, there is no issue with respect to any such plan currently under examination by or pending before the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation ("PBGC") or any court, other than applications pending before the IRS; and any trust forming part of such plan is exempt from U.S. federal income tax under Section 501(a) of the IRS for Code; (iii) all contributions (including all employee contributions and employee salary reduction contributions) and premium payments required to have been paid under or with respect to any Employee Plan have been timely paid; all contributions to such Employee Plans for any period ending on or prior to the Closing Date that are not yet due and payable have been accrued for in the books and records of the Company; all excess contributions, if any (together with any income allocable thereto) have been distributed (or, if forfeitable, forfeited) before the close of business of the first two and one-half months of the following plan year; and there is intended to qualify no material liability for excise Taxes under Section 401(a4979 of the Code with respect to excess contributions, if any, for any such plan; (iv) no Employee Plan provides health, life insurance or other welfare benefits to retirees or other terminated employees of the Company other than continuation coverage required by Section 4980B of the Code or Part 6 of Subtitle B of Title of ERISA ("COBRA") and Seller, the Company or their Affiliates, as applicable, has reserved the right to terminate any such postretirement health, life insurance or other welfare benefits upon thirty (30) days' notice or less without any material liability therefor and has taken no action, including, without limitation, adopting any board resolutions, that would contravene such reservation of rights; and there is no material liability for Taxes with respect to disqualified benefits under Section 4976 of the Code; (v) no Employee Plan is a multi-employer plan within the meaning of Section 3(37) or 4001 (a)(3) of ERISA which is covered by Title IV of ERISA, and the Company does not have any liability (direct or indirect, contingent or otherwise) with respect to any such plan; (vi) within five calendar years preceding the year in which the Closing Date occurs, with respect to any "DEFINED BENEFIT PLAN", within the meaning of Section 3(35) of ERISA, maintained or contributed to by Seller, the Company or any entity treated as a single employer with Seller or the Company in accordance with Section 414(b) or (c) of the Code: (a) no such plan has been terminated and to Seller's Knowledge, no proceedings or other actions have been instituted by the PBGC to terminate or appoint a trustee to administer any such plan and no written notice has been received by Seller of any intention to commence or seek commencement of any such proceeding or action and there is no material liability for Taxes with respect to a reversion of qualified plan assets under Section 4980 of the Code; (Cb) no "reportable event" (as defined in Section 4043 of ERISA for which the thirty-day notice requirement has not been waived by the PBGC) has occurred with respect to any such plan or will occur as a result of the transactions contemplated by this Agreement, (c) no such plan has incurred any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, or obtained a waiver of any minimum funding standard or an extension of any amortization period under Section 412 of the Code or Section 303 or 304 of ERISA; and (d) there is no material liability for Taxes under Section 4971 or 4972 of the Code with respect to any such plan; (vii) the current plan documents assets under each Employee Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA that is subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA equal or exceed the present value of all vested and summary plan descriptionsunvested liabilities accrued thereunder, or a written description of as determined in accordance with the terms of such plan; provided, however, that the calculations (including all variables and assumptions necessary to make such calculations) made under this Section 2.18(c)(vii) shall be determined as of December 31, 2002, on an ABO basis in accordance with the assumptions specified in FASB 87 and used for Seller's disclosure statements filed (or to be filed) with the Securities and Exchange Commission for the year ended December 31, 2002, shall use a discount rate of 7.0% and shall otherwise be mutually agreed to by Seller and Buyer (or their designated representatives); (viii) no Employee Plan is subject to Title IV of ERISA and there is no liability of the Company for Taxes with respect to disqualified benefits under Section 4976 of the Code; (ix) none of Seller, the Company nor any material of their subsidiaries, nor, to Seller's Knowledge, any other "Disqualified Persons" or "Party in Interest" (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transactions (including prohibited transactions as defined in Section 406 of ERISA) in connection with any Employee Plan that is not could reasonably be expected to result in writing; (D) any related trust agreementsthe imposition of a penalty pursuant to Section 502 of ERISA, insurance contracts, insurance policies liability pursuant to Section 409 of ERISA or other documents of any funding arrangements; and (E) any notices a tax pursuant to or from the IRS or any office or representative Section 4975 of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment.Code; and

Employee Plans. (a) Section 4.18(a) of Except as set forth in Schedule 2.7, neither the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement------------ nor Surgi-Pack maintains, “Employee Plan” means each or is required to maintain or contribute to or otherwise participates in, with respect to employees employed by such party who provide services to the Business (the "Business Employees"), either (i) “any employee pension benefit plan” , including any employee stock ownership plan ("Pension/Profit Sharing Plan"), or any employee welfare benefit plan ("Welfare Plan") (as such terms are defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), including any pension, profit sharing, retirement or thrift plan, or (ii) any other compensation, welfare, fringe benefit or retirement plan, program, stock purchase or stock option plan, policy, understanding or arrangement of any kind whatsoever, whether formal or informal, providing for benefits for or the welfare of any or all of the current or former Business Employees or their beneficiaries or dependents (all of the foregoing in items (i) and (ii) being referred to herein collectively as the "Employee Plans" and individually as an "Employee Plan"). (b) Neither the Company nor Surgi-Pack has maintained, contributed to or been required to contribute to, nor do any of the Business Employees participate in, a "multiemployer plan" (as defined in Section 3(33(37) of ERISA). Except as set forth in Schedule 2.7, whether no amount is due or not subject to ERISA and (ii) other employment------------ owing from the Shareholders, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or Surgi-Pack on account of a "multiemployer plan" (as defined in Section 3(37) of ERISA) or on account of any of its Subsidiaries under Section 414 of the Code withdrawal therefrom. (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each c) No Employee Plan, other than an Employee Plan that which is maintained in any non-U.S. jurisdiction primarily for an employee pension benefit plan (within the benefit meaning of persons substantially all Section 3(2)(A) of whom are non-resident aliens (the “International Employee Plans”ERISA), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Planprovides benefits, including all schedules thereto; without limitation death, health or medical benefits (B) the most recent determination letterwhether or not insured), if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan current or former Business Employees beyond their retirement or other termination of service in the Business (yother than (i) coverage mandated by applicable law, (ii) deferred compensation benefits accrued as liabilities on the plan documents books of Company or a written description Surgi-Pack, or (iii) benefits the full cost of which is borne by the terms of any International current or former Business Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentor his or her beneficiary)).

Employee Plans. (a) Schedule 4.15(a) sets forth a true and complete list, as of the date hereof, of each Employee Benefit Plan. (a) With respect to each Employee Benefit Plan, true and complete copies of each of the following have been made available to Buyer: (i) each Employee Benefit Plan (including all amendments and modifications thereof), or a written description of such Employee Benefit Plan if such Employee Benefit Plan is not set forth in a written document, have been made available to Buyer as of the date hereof; provided that, in the case of any Employee Benefit Plan that is in a Contract to which an employee of any Acquired Company is a party, the Company may instead make available a form or sample of such Contract accompanied by a listing of the employees who are parties to a Contract substantially similar to such form or sample Contract; (ii) any related trust, insurance Contract or funding instrument; (iii) the most recent summary plan description together with the summary or summaries of all material modifications thereto; (iv) the most recent Internal Revenue Service (“IRS”) determination or opinion letter; (v) the most recent actuarial valuation report or audited financial statement; (vi) the three most recently filed annual returns or reports; (vii) results of non-discrimination testing for the three most recently completed years; and (viii) all material, non-routine correspondence to or from the IRS, the United States Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Entity sent or received by the Company or any of its Affiliates since January 1, 2013 with respect to such Employee Benefit Plan. (b) Except as would not, individually or in the aggregate, reasonably be expected to result in a material Liability to the Acquired Companies, (i) each Employee Benefit Plan (and each related trust, insurance Contract or funding instrument) has been maintained, contributed to, funded, operated and administered in accordance with the terms of such Employee Benefit Plan and in accordance with applicable Law; (ii) the Company has not received notice that any Action (other than any routine claim for benefits) is pending, and to the knowledge of the Company no Action is threatened against, any Employee Benefit Plan; and (iii) no Employee Benefit Plan is under audit or investigation by any Governmental Entity. (c) Each Employee Benefit Plan that is intended to be qualified under Section 4.18(a401(a) of the Code has received a favorable determination letter, or is entitled to rely on an opinion letter, from the IRS that such plan is so qualified, and no condition exists that would reasonably be expected to jeopardize the tax-qualification of any such plan. (d) No Employee Benefit Plan is or has been subject to the minimum funding requirements of Section 412 of the Code or Title IV of ERISA. No Acquired Company Disclosure Letter sets forth has ever maintained, established, participated in, contributed to, been obligated to contribute to or otherwise incurred any obligation or Liability under, any “multiemployer plan” (within the meaning of Section 3(37) or 4001(a)(3) of ERISA). No Employee Benefit Plan is a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit multiple employer plan” (as defined in Section 3(3413 of the Code), a plan sponsored by a human resources or benefits outsourcing entity, professional employer organization or similar vendor or provider, a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), whether or not subject to ERISA and (iia plan maintained in connection with any trust described in Section 501(c)(9) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the CompanyCode. (e) There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability. (f) None of its Subsidiaries the Employee Benefit Plans provides retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other trade applicable Law or business (whether or not incorporated) which would be treated as a single employer with at the Company or any of its Subsidiaries under Section 414 expense of the Code participant or the participant’s beneficiary. (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. g) With respect to each Employee PlanBenefit Plan all material contributions, other than an premiums or payments required to be made or paid have been made or paid on or before their due dates (including permissible extensions). (h) Each Employee Benefit Plan that is maintained a “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) has been administered in all material respects in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and the regulations thereunder. The Company does not have any obligation to gross-up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code. (i) Except as disclosed on Schedule 4.15(j), neither the execution and delivery of this Agreement nor the consummation of the Transactions (alone or in conjunction with termination of employment) will (i) entitle any employee to severance pay or any increase in severance pay under any Employee Benefit Plan; (ii) entitle any employee to any compensation or benefit under any Employee Benefit Plan; (iii) accelerate the time of payment, vesting or funding, or increase the amount of, any compensation or benefit or trigger any other obligation to any employee under any Employee Benefit Plan; (iv) result in any non-U.S. jurisdiction primarily for the benefit payment of persons substantially all of whom are non-resident aliens (the any amount that could, individually or in combination with any other such payment, constitute an “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under excess parachute payment” as defined in Section 401(a280G(b)(1) of the Code; or (Cv) result in the current plan documents and summary plan descriptionsbreach or violation of or default under, or a written description limit Buyer’s right to amend, modify or terminate, any Employee Benefit Plan. The Company does not have any obligation to gross-up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 4999 of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentCode.

Employee Plans. (a) Section 4.18(a4.11(a) of the Company Parent Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “Schedule lists all "employee benefit plan” (plans," as defined in Section 3(3) of ERISA), whether and all other employee benefit plans or other benefit arrangements, including but not subject limited to ERISA all employment and (ii) consulting agreements and all bonus and other employmentincentive compensation, bonusdeferred compensation, disability, severance, retention, salary continuation, stock and stock-related award, stock option, stock purchase or collective bargaining agreements, plans, policies and arrangements which Parent or any of its subsidiaries maintains, is a party to, contributed to or has any obligation to or liability for in respect of current or former employees and directors (each, a "Parent Employee Benefit Plan" and collectively, the "Parent Employee Benefit Plans"). None of the Parent Employee Benefit Plans other equitythan a "multiemployer plan" (within the meaning of section 3(37) of ERISA) is subject to Title IV of ERISA. (b) True, correct and complete copies of the following documents, which are correct and complete in all material respects, with respect to each of the Parent Plans (other than a multiemployer plan) have been made available to the Company, to the extent applicable: (i) any plans, all material amendments thereto and related trust documents, and amendments thereto; (ii) the most recent Forms 5500 and all schedules thereto and the most recent actuarial report, if any; (iii) the most recent IRS determination letter; (iv) summary plan descriptions; (v) material written communications to employees relating to the Parent Plans; and (vi) written descriptions of all material non-basedwritten agreements relating to the Parent Plans. (c) Except as would not, benefitindividually or in the aggregate, incentive compensationhave a Material Adverse Effect on Parent, profit sharing(i) all payments required to be made by or under any Parent Employee Benefit Plan, savingsany related trusts, retirement insurance policies or ancillary agreements, or any collective bargaining agreement have been timely made, (including early retirement ii) Parent and supplemental retirement)its subsidiaries have performed all obligations required to be performed by them under any Parent Employee Benefit Plan, disability(iii) the Parent Employee Benefit Plans have been administered and are in compliance in all respects with their terms and the requirements of ERISA, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control the Code and other similar fringeapplicable laws, welfare and (iv) there are no actions, suits, arbitrations, claims (other than routine claims for benefits) or administrative proceedings pending or, to the knowledge of Parent, threatened with respect to any Parent Employee Benefit Plan. (d) Except as disclosed in Section 4.11(d) of the Parent Disclosure Schedule, each Parent Employee Benefit Plan and its related trust which are intended to be "qualified" within the meaning of Sections 401(a) and 501(a) of the Code, respectively, have been determined by the Internal Revenue Service to be so "qualified" under such Sections, as amended by the Tax Reform Act of 1986, and Parent knows of no fact which would adversely affect the qualified status of any such Parent Employee Benefit Plan and its related trust. (e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, solely or in connection with any other employee benefit planevent, program(i) increase any benefits otherwise payable under any Parent Employee Benefit Plan, agreementor (ii) result in the acceleration of the time of payment or vesting of any such benefits. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, contractsolely or in connection with any other event, policy result in any payment becoming due, or binding arrangement (whether or not in writing) maintained or contributed to for increase the benefit of or relating compensation due, to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company Parent or any of its Subsidiaries under subsidiaries. (f) Except as disclosed in Section 414 4.11(f) of the Code Parent Disclosure Schedule, none of the Parent Employee Benefit Plans provides for post-employment life or health insurance, benefits or coverage for any participant or any beneficiary of a participant, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. (an “ERISA Affiliate”)g) Neither Parent nor any of its subsidiaries has incurred, or nor, to Parent's knowledge is likely to incur any withdrawal liability with respect to any "multiemployer plan" (within the meaning of section 3(37) of ERISA) which the Company remains unsatisfied in an amount which would have a Material Adverse Effect. The termination of, or withdrawal from, any multiemployer plan to which Parent or any of its Subsidiaries has any current material Liability. With respect to each Employee Plansubsidiaries contributes, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), on or prior to the extent applicable the Company has made available Effective Time, will not subject Parent or any of its subsidiaries to Parent complete and accurate copies any liability under Title IV of (A) the most recent annual report on Form 5500 required ERISA that would reasonably be expected to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentMaterial Adverse Effect on Parent.

Employee Plans. (a) Section 4.18(a) 3.17 of the Company Target Disclosure Letter sets forth a complete Schedule lists each of the following plans, contracts, policies and accurate list arrangements which is sponsored, maintained or contributed to by, or otherwise binding upon Target or its ERISA Affiliates for the benefit of each material Employee Plan. For purposes of this Agreementany current or former employee, “Employee Plan” means each director or other personnel: (i) “any "employee benefit plan” ," as such term is defined in Section 3(3) of ERISA, whether or not subject to the provisions of ERISA, (ii) any personnel policy, and (iii) any other employment, consulting (for annual compensation in excess of $20,000), collective bargaining, stock option, stock bonus, stock purchase, phantom stock, incentive, bonus, deferred compensation, retirement, severance, vacation, dependent care, employee assistance, fringe benefit, medical, dental, sick leave, death benefit, change in control, golden parachute or other compensatory plan, contract, policy or arrangement which is not an employee benefit plan as defined in Section 3(3) of ERISAERISA (each such plan, contract, policy and arrangement described in (i), whether (ii) or not subject (iii) above being herein referred to ERISA as an "Employee Plan"). (b) With respect to each Employee Plan, Target has delivered to Acquirer true and complete copies of (i) each contract, plan document, policy statement, summary plan description and other written material governing or describing the Employee Plan and/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 summary description of the Employee Plan, and (ii) where applicable, (A) the last annual report (5500 series) filed with the Internal Revenue Service or the Department of Labor; (B) the most recent balance sheet and financial statement; (C) the most recent actuarial report or valuation statement; and (D) the most recent determination letter issued by the Internal Revenue Service, as well as any other employmentdetermination letter, bonusprivate letter ruling, stock optionopinion letter or prohibited transaction exemption issued by the Internal Revenue Service or the Department of Labor since inception and any application therefor which is currently pending. (c) Each Employee Plan has been maintained and administered in accordance with its terms and in compliance with the provisions of applicable law, stock purchase or other equity-basedincluding, benefitwithout limitation, incentive compensationapplicable disclosure, profit sharingreporting, savingsfunding and fiduciary requirements imposed by ERISA and/or the Code. All contributions, retirement (including early retirement and supplemental retirement)insurance premiums, disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control benefits and other similar fringe, welfare payments to or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or each Employee Plan with respect to which all periods prior to the Company Closing have been made (in accordance with the governing documents and applicable law) or any of its Subsidiaries has any current material Liabilityfully accrued on the Financial Statements. With respect to each Employee Plan, (i) no application, proceeding or other matter is pending before the Internal Revenue Service, the Department of Labor or any other governmental agency, (ii) no action, suit, proceeding or claim (other than routine claims for benefits) is pending or threatened, and (iii) no facts exist which could give rise to an action, suit, proceeding or claim which, if asserted, could result in a material liability or expense to Target, any of its ERISA Affiliates or the plan assets. (d) With respect to each Employee Plan that which is maintained an "employee benefit plan" within the meaning of Section 3(3) of ERISA or which is a "plan" within the meaning of Section 4975(e) of the Code, there has occurred no transaction which is prohibited by Section 406 of ERISA or which constitutes a "prohibited transaction" under Section 4975(c) of the Code and with respect to which a prohibited transaction exemption has not been granted and is not currently in any non-U.S. jurisdiction primarily for effect. (e) With respect to each funded Employee Plan which is an employee pension plan within the benefit meaning of persons substantially all Section 3(2) of whom are non-resident aliens ERISA, (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (Ai) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify has been, since its inception a qualified plan under Section 401(a) of the Code; (C, and its related trust has been, since its inception exempt from federal income taxation under Section 501(a) the current plan documents and summary plan descriptions, or a written description of the terms Code, (ii) a favorable IRS determination letter is currently in effect and, since the date of any material the last determination letter, the Employee Plan that is has not been amended or operated in writing; (D) any related trust agreementsa manner which would adversely affect its qualified status and no event has occurred which has caused or could cause the loss of such status, insurance contracts, insurance policies or other documents of any funding arrangements; and (Eiii) any notices to there has been no termination or from partial termination within the IRS or any office or representative meaning of Section 411(d)(3) of the DOL Code. (f) Neither Target nor its ERISA Affiliates has ever maintained or been obligated to contribute to a single employer, multiple employer or multi-employer pension plan (within the meaning of Section 3(2) of ERISA) which is or was covered by Title IV of ERISA or by Section 302 of ERISA or Section 412 of the Code, and neither Target nor its ERISA Affiliates has incurred or may incur any similar Governmental Authority relating to any compliance issues direct or indirect liability under Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, contingent or otherwise. (g) Target and its ERISA Affiliates have complied in respect all respects with the provisions of any such Employee Plan. With respect to each material International Employee Plan, to Section 4980B of the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority Code with respect to such plan (y) the plan documents or a written description of the terms of any International Employee Plan that which is not in writing and (z) any document comparable to a group health plan within the determination letter reference under clause (Bmeaning of Section 5001(b)(1) of the prior sentence issued Code. Neither Target nor its ERISA Affiliates maintains, contributes to, or is obligated under any plan, contract, policy or arrangement providing health or death benefits (whether or not insured) to current or former employees or other personnel beyond the termination of their employment or other services, except as required in Section 4980B of the Code. Each Employee Plan may be unilaterally terminated and/or amended by Target or its ERISA Affiliates at any time without damage or penalty. (h) The consummation of the transactions contemplated by this Agreement will not (either alone or in conjunction with another event, such as a Governmental Authority relating termination of employment or other services) entitle any employee or other person to receive severance or other compensation which would not otherwise be payable absent the satisfaction consummation of Law necessary to obtain the most favorable tax treatmenttransactions contemplated by this Agreement or cause the acceleration of the time of payment or vesting of any award or entitlement under any Employee Plan.

Employee Plans. (a) Section 4.18(aSchedule 3.10(a) lists all Employee Benefit Plans. The Company has provided to Parent as of the Company Disclosure Letter sets forth date hereof a true, correct and materially complete and accurate list of copy (in each material Employee Plan. For purposes of this Agreementcase, “Employee Plan” means each if applicable) of: (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA each such Employee Benefit Plan and any amendment thereto; (ii) other employmenteach material summary plan description and summary of material modifications with respect to any such Employee Benefit Plan; (iii) each funding document, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disabilityeach trust, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare annuity or other employee benefit plan, program, agreement, contract, policy funding contract related thereto; (iv) the most recent financial statements and actuarial or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or valuation reports prepared with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens thereto; (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (Av) the most recent annual report on Form 5500 required to have been be filed with the IRS for each Employee Plan, including all schedules with respect thereto; and (Bvi) the most recent favorable determination letter, if any, letter received from the IRS regarding the qualification of each such Employee Benefit Plan covered by Section 401(a) of the Code or, if such Employee Benefit Plan is a master/prototype or volume submitter plan, the opinion or advisory letter which covers such Employee Benefit Plan. In relation to Employee Benefit Plans that are employment agreements that relate to employees of any Group Company outside of the United States ("Non-US Employees”), the Company has provided to Parent copies of all standard-form template employment agreements in use for Non-US employees. There are no Non-US Employees whose employment agreements or other applicable terms of employment specify a notice period on termination by the employing entity without cause of more than six months. (b) None of the Company, any of its Subsidiaries, or any of their respective current or former ERISA Affiliates has, in the last six (6) years, maintained, sponsored, contributed to or had any obligation to contribute to: (i) a plan subject to Title IV or Section 302 of ERISA or Section 412 or Section 4971 of the Code; or (ii) a Multiemployer Plan, and no Employee Benefit Plan provides health or life insurance benefits to former employees of any Group Company other than health continuation coverage pursuant to Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code (COBRA) and any similar state law or other applicable Law. Each Employee Benefit Plan that has been adopted or maintained by any Group Company, or with respect to which any Group Company will or may have any liability, with respect to Non-US Employees (each an “International Employee Plan”), has been registered or approved by a Governmental Entity (if required) and has been maintained in good standing with all applicable Governmental Entities, and no event has occurred since the date of the most recent approval or application therefor that could reasonably be expected to adversely affect any such approval or good standing. To the Knowledge of the Company, each International Employee Plan that is intended to qualify for special Tax treatment meets the requirements for such treatment in all material respects. All contributions to, and payments from, each International Employee Plan under the terms of such plan or applicable Law have been timely made, except as would not result in material liability, and all contributions for any period ending on or before the Closing Date that are not yet due have been accrued in accordance with country-specific accounting practices. Each International Employee Plan that, under applicable Law, is required to be funded, is either: (i) funded in accordance therewith and to an extent sufficient to provide for accrued benefit obligations with respect to all participants; or (ii) is fully insured, in each case, based upon generally accepted local accounting and actuarial practices and procedures. (c) Except as set forth on Schedule 3.10(c), each Employee Benefit Plan complies in all material respects with the applicable requirements of ERISA, the Code and any other applicable Laws. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or Code has received a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or favorable determination letter from the IRS Internal Revenue Service or any office or representative is the subject of a favorable opinion letter from the DOL or any similar Governmental Authority relating Internal Revenue Service on the form of such Employee Benefit Plan and, to any compliance issues in respect the Company’s Knowledge, no events have occurred that would be reasonably likely to adversely affect the qualified status of any such Employee Benefit Plan. (d) No Group Company has any material liability under Title IV of ERISA nor, to the Company’s Knowledge, is any material liability under Title IV of ERISA reasonably expected to be incurred by any Group Company. (e) To the Company’s Knowledge, no Group Company has engaged in any transaction with respect to any Employee Benefit Plan that would be reasonably likely to subject any Group Company to any material Tax or penalty (civil or otherwise) imposed by ERISA, the Code or other applicable Law. (f) There are no pending or, to the Knowledge of the Company, threatened Actions or disputes by, or on behalf of, any Employee Benefit Plan by any employee or beneficiary covered under any such Employee Benefit Plan or otherwise involving any such Employee Benefit Plan (other than routine claims for benefits). (g) Except as set forth on Schedule 3.10(g), none of the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby shall, either alone or in combination with another event or events: (i) entitle any Employee to severance pay, unemployment compensation, a change of control payment or any other payment or benefit from the Company or any of its Subsidiaries; (ii) accelerate the time of payment or vesting, or increase the amount of compensation (including funding of compensation or benefits through a trust or otherwise) due any Employee from any Group Company; or (iii) result in the forgiveness of any Indebtedness. With None of the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby would result, individually or in the aggregate, in the payment of any “excess parachute payment” for the purposes of Section 280G or Section 4999 of the Code by any Group Company. (h) This Section 3.10 contains the sole and exclusive representations and warranties of the Company with respect to each material International Employee Plan, to the extent applicable, the Company has made available to Parent (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan (y) the plan documents or a written description of the terms of any International Group Companies’ Employee Plan that is not in writing and (z) any document comparable to the determination letter reference under clause (B) of the prior sentence issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatmentBenefit Plans.