Common use of Employees and Employee Benefit Plans Clause in Contracts

Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Company Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities.

Employees and Employee Benefit Plans. (a) Section 4.17(a) of The Company Employee Plans that the Company Disclosure Schedule sets forth a has made available to Parent are true and complete list as correct copies of the date of this Agreement of each material such Company Employee Plan and each Company Employee Plan that is subject to ERISAPlans. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAPlan, the Company has made will, within ten (10) Business Days of this Agreement, make available to Parent a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereofthereto, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service IRS Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue ServiceIRS, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all material documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) The Company will provide to Parent a list, within ten (10) Business Days of the date of this Agreement, containing with respect to each Key Employee: (i) name, (ii) date of hire, (iii) position, (iv) employment location, (v) base salary or wage rate, (vi) the current incentive opportunities of such employee and (vii) the legal entity that employs such employee. (c) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or in the past six years has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (cd) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service IRS or has applied to the Internal Revenue Service IRS for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service IRS Closing Agreement Program if discovered during an Internal Revenue Service IRS audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each Each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (de) Except as has not hadhad and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) since January 1, 2017, each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not hadhad and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim Proceeding (other than routine claims for benefits), action, suit, investigation or proceeding (benefits and including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any court or arbitrator or any Governmental Authority. To the knowledge of the Company, including since January 1, 2017, no events have occurred with respect to any Company Employee Plan that would reasonably be expected to result in the Internal Revenue Serviceassessment of any excise taxes or penalties against the Company or any of its Subsidiaries, except for events that have not had and would not reasonably be expected to have, individually or in the Department of Labor or the PBGCaggregate, a Company Material Adverse Effect. (ef) Except as provided under this Agreement or pursuant to Applicable Law, with With respect to each director, officer, employee or employee independent contractor (including each former director, officer, employee or employeeindependent contractor) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement Transactions will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or materially increase the amount payable or trigger any other obligation under, any Company Employee Plan, Plan or (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Plan. (fg) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, employee or employee individual independent contractor (including any former director, officer, employee or employeeindividual independent contractor) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (gh) There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its Affiliates relating to, or making a change in employee participation or coverage under, any Company Employee Plan that would materially increase the expense of maintaining such plan above the level of expense incurred in respect thereof for the fiscal year ended on the Company Balance Sheet Date, except as required in order to comply with Applicable Law. (i) Without limiting the generality of Section 4.22(e), no amount paid or payable (whether in cash, in property, or in the form of benefits) by the Company or any of its Subsidiaries in connection with the Transactions (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person current or former Company Service Provider for any Tax tax incurred by such Person under Section 409A or 4999 of the Codeindividual. (hj) With respect Except as would not be expected to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not hadhave, individually or in the aggregate, a Company Material Adverse Effect: , each Company Employee Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has been timely amended (iif applicable) if required to comply and has been operated in compliance with, and the Company and its Subsidiaries have been approved complied in practice and operation with, all applicable requirements of Section 409A of the Code. (k) With respect to any Company Employee Plan covered by any Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code, no non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event exempt prohibited transaction has occurred since the date of the most recent approval that has caused or application therefor that is would reasonably likely be expected to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of cause the Company or any of its Subsidiaries by reason of to incur any material liability under ERISA or the Code. (l) Each Company Employee Plan that is an International Plan (i) has been maintained in compliance with its terms and Applicable Law, (ii) if intended to qualify for special tax treatment, meets all the requirements for such Non-U.S. Plan; treatment, and (iviii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles, in each case, except as would not be expected to have, individually or in the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesaggregate, a Company Material Adverse Effect.

Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Company Disclosure Schedule sets forth contains a true correct and complete list as of the date of this Agreement of identifying each material Company Employee Plan and each Company Employee specifies whether such plan is a US Plan that is subject to ERISAor an International Plan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAUS Plan, the Company has made available provided to Parent (i) a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereofthereto, together with a copy of (if as applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description all trust agreements, insurance contracts or other funding arrangements and summary of material modificationsamendments thereto, (iii) the most recently filed Internal Revenue Service Forms 5500current prospectus or summary plan description and all summaries of material modifications thereto, (iv) the most recent favorable determination or opinion letter from the Internal Revenue ServiceIRS, (v) the most recently prepared actuarial reports filed annual return/report (Form 5500) and financial statements in connection with each such Company Employee Planaccompanying schedules and attachments thereto, and (vi) all documents the most recently prepared actuarial report and correspondence relating thereto received from or financial statements. For each material International Plan (other than such plans that are maintained by a Governmental Authority), the Company has provided to Parent documents that are substantially comparable (taking into account differences in Applicable Law and practices) to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yeardocuments required to be provided in clauses (i) through (vi). (b) The Company has provided to Parent a schedule that sets forth, for each employee of the Company or any of its Subsidiaries, his or her name (or employee identification number), title, annual base salary, most recent annual bonus received and current annual bonus opportunity. Not later than ten days after the date hereof, the Company will provide Parent with a revised version of such schedule that sets forth the information specified in the immediately preceding sentence and each such employee’s employer, hire date, location, whether full- or part-time and whether active or on leave (and, if on leave, the nature of the leave and the expected return date). Five Business Days prior to the Closing Date, the Company will provide Parent with a revised version of the schedule described in the immediately preceding sentence, updated as of ten days prior to the Closing Date. Notwithstanding anything to the contrary in the remainder of this Section 4.17(b), the information provided by the Company regarding employees will be anonymized to the extent reasonably necessary for compliance with Applicable Law. As of the date hereof, no Key Employee has notified the Company or any of its Subsidiaries in writing (or otherwise to the knowledge of the Company) that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within six months after the Closing Date. (c) With respect to any Employee Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code, no non-exempt prohibited transaction has occurred that has caused or would reasonably be expected to cause the Company or any of its Subsidiaries to incur any material liability under ERISA or the Code. Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during has in the last past six years, years sponsored, maintained, administered or contributed to (or had any obligation to contribute to), or has or is reasonably expected to have any direct or indirect liability with respect to, any plan that is (i) subject to Title IV of ERISA, including any ERISA or (ii) a “multiemployer plan, ” (as defined in Section 3(37) of ERISA). (cd) Except as Each Employee Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A or 457A of the Code has been timely amended (if applicable) to comply and has been operated in material compliance with, and the Company and its Subsidiaries have materially complied in practice and operation with, all applicable requirements of Section 409A and 457A of the Code, and no amounts currently deferred or to be deferred under any such plan would be not haddeterminable when otherwise includible in income under Section 457A of the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, individually indemnify or in otherwise reimburse any current or former Service Provider for any Tax incurred by such Service Provider, including under Section 409A, 457A or 4999 of the aggregate, a Company Material Adverse Effect, each Company Employee Code. (e) Each US Plan that is intended to be qualified under Section 401(a) of the Code has received been established pursuant to a favorable determination or preapproved prototype plan for which an IRS opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired andbeen obtained, to the knowledge of the Company, and no circumstances exist that would reasonably be expected to result in any such opinion letter being revoked or not the Company’s reliance on same being reissued rejected by the IRS or a penalty under the Internal Revenue Service IRS Closing Agreement Program if discovered during an Internal Revenue Service IRS audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Each US Plan has been maintained in compliance with its terms and all with the requirements of Applicable Law, including ERISA and the Code, except for failures to comply or violations that have not had and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has would not hadreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation . No events have occurred with respect to any US Plan that could result in payment or proceeding (including an audit) is pending assessment by or against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, Company of any Company Employee Plan before any Governmental Authority, including the Internal Revenue Servicematerial excise taxes under ERISA, the Department of Labor Code or the PBGCother Applicable Law. (ef) Except as provided under this Agreement would not, individually or pursuant in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, all contributions, premiums and payments that are due have been made for each Employee Plan within the time periods prescribed by the terms of such plan and Applicable Law, with respect and all contributions, premiums and payments for any period ending on or before the Closing Date that are not due are properly accrued to each directorthe extent required to be accrued under applicable accounting principles. There has been no amendment to, officer, written interpretation of or employee announcement (including each former director, officer, whether or employeenot written) of by the Company or any of its SubsidiariesSubsidiaries relating to, or change in employee participation or coverage under, any Employee Plan that would materially increase the expense of maintaining such plan above the level of expense incurred in respect thereof for the most recently completed fiscal year. (g) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will not, (either alone or together with any other event: ) will (i) entitle any such individual current or former Service Provider to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) enhance any benefits or accelerate the time of payment or vesting or trigger any payment or of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee PlanPlan or otherwise, or (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent Parent, to merge, amend or terminate any Company Employee Plan (for the avoidance of doubt excluding International Plans mandated by Applicable Law). There is no contract, plan or arrangement (ivwritten or otherwise) result in covering any current or former Service Provider that, individually or collectively, could give rise to the payment of any “excess parachute payment” (as defined in amount that would not be deductible due to the application of Section 280G(b)(1) 280G of the Code). (fh) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, current or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries Service Provider (other than coverage mandated by Applicable Law, including the Consolidated Omnibus Budget Reconciliation Act of 1985). (gi) There is no action, suit, investigation, audit, proceeding or claim (or any basis therefore) (other than routine claims for benefits) pending against or involving, or, to the Company’s knowledge, threatened against or involving any Employee Plan before any arbitrator or any Governmental Authority, including the IRS or the Department of Labor that, if determined or resolved adversely in accordance with the plaintiff’s demands, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries are, and have been since January 1, 2013, in compliance with all Applicable Laws with respect to labor relations, employment and employment practices, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (j) Each International Plan (i) has been maintained in compliance with its terms and Applicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) if intended to qualify for special tax treatment, complies in all material respects with all the requirements for such treatment, and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. From and after the Closing Date, Parent and its Affiliates will receive the full benefit of any funds, accruals and reserves under the International Plans for use in accordance with the terms of the applicable plan and Applicable Law. (k) Neither the Company nor any of its Subsidiaries is or has been party to or subject to, or is currently negotiating in connection with entering into, any obligation to grossCollective Bargaining Agreement. There are no and, during the five-upyear period ending on the date hereof, indemnify there has not been any organizational campaign, petition or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 other unionization activity seeking recognition of the Code. (h) With respect a collective bargaining unit relating to any Company Employee Plan Service Provider. There are no, and for the benefit five-year period ending on the date hereof there have not been any, labor strikes, slowdowns, stoppages, picketing, interruptions of Company employees work or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norlockouts pending or, to the knowledge Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries. There are no material unfair labor practice complaints pending or, to the Company’s knowledge, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of threatened against the Company or any of its Subsidiaries by reason before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving Service Providers. The consent or consultation of, or the rendering of such Non-U.S. Plan; formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereby. (l) The Company and (iv) each of its Subsidiaries is, and has been, in material compliance with WARN and has no liabilities or other obligations thereunder. Neither the financial statements Company nor any of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesits Subsidiaries has taken any action that would reasonably be expected to cause Parent or any of its Affiliates to have any material liability or other obligation following the Closing Date under WARN as determined without regard to any action taken after the Closing.

Employees and Employee Benefit Plans. (a) Section 4.17(a) 4.17 of the Company Disclosure Schedule sets forth contains a true correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment contract, material severance contract or plan and each other material plan or agreement providing for compensation, bonuses, profit-sharing, equity compensation or other forms of incentive or deferred compensation, insurance (including any self-insured arrangements), health or medical benefits, post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any ERISA Affiliate and covers any current or former employee, director or other independent contractor of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability, other than a Multiemployer Plan or a Company International Plan. As soon as reasonably practicable after the date hereof, but in no event more than 60 days after the date hereof, copies of such plans and any material Company International Plan and Multiemployer Plan (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof will be furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust and the most recent Internal Revenue Service determination letter for any such plan, to the extent applicable. Such plans (disregarding all materiality qualifiers in this Section 4.17(a)), including Company International Plans but not any Multiemployer Plan, are referred to collectively herein as the “Company Plans.” (b) No Company Plan (for the avoidance of doubt, other than any Multiemployer Plan) that is subject to Title IV of ERISA (each, a “Title IV Plan”) has any unfunded liabilities as of the date of this Agreement of each material Agreement. The aggregate underfunded or unfunded, as applicable, liability for all Company Employee Plan and each Company Employee Plan Plans that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan are “excess benefit plans” (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(373(36) of ERISA) or that provide deferred compensation (including, for this purpose, any analogous Company International Plans), computed using the actuarial assumptions used for the purposes of determining any liability under such Company Plan for purposes of the Company SEC Documents, is not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as has would not hadreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its ERISA Affiliates has incurred any liability on account of a “complete withdrawal” or a “partial withdrawal” (within the meaning of Sections 4203 and 4205 of ERISA, respectively) from any “multiemployer plan” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”) and, to the Company’s knowledge, no circumstances exist that would reasonably be expected to give rise to any such withdrawal (including as a result of the transactions contemplated by this Agreement). Neither the Company nor any of its ERISA Affiliates has received notice of any Multiemployer Plan’s (i) failure to satisfy the minimum funding requirements of Section 412 of the Code or application for or receipt of a waiver of such minimum funding requirements, (ii) “endangered status” or “critical status” (within the meaning of Section 432 of the Code) or (iii) insolvency, “reorganization” (within the meaning of Section 4241 of ERISA) or proposed or, to the Company’s knowledge, threatened termination. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions, surcharges and premium payments owed by the Company and its ERISA Affiliates with respect to each Multiemployer Plan have been paid when due. (d) Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from letter. Each Company Plan (for the Internal Revenue Service or avoidance of doubt, other than a Multiemployer Plan) has applied to been established and operated in compliance with its terms and with all Applicable Laws, including ERISA and the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has Code, except as would not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not hadhave, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employeedisclosed in Section 4.17(e) of the Company or any of its SubsidiariesDisclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, not (either alone or together with any other event: (i) entitle any such individual employee, director or other independent contractor of the Company or any of its Subsidiaries to any payment severance pay or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or increase the amount payable or trigger any other material obligation underpursuant to, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) . Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person current or former employee, director or other independent contractor of the Company or any of its Subsidiaries for any Tax incurred by such Person individual, including under Section 409A or 4999 of the Code. (hf) With Neither the Company nor any of its Subsidiaries has any liability in respect to any Company Employee Plan of post-retirement health, medical or life insurance benefits for the benefit of Company employees retired, former or dependents thereof who perform services current employees, directors or who are employed outside other independent contractors of the United States (a “Non-U.S. Plan”), Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (g) There has been no amendment to, written interpretation or announcement (whether or not hadwritten) by the Company or any of its Affiliates relating to, or change in participation or coverage under, a Company Plan which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: . (ih) if required to have been approved by any non-U.S. Governmental Authority (There is no action, suit, investigation, audit or permitted to have been approved to obtain any beneficial Tax proceeding pending against or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norinvolving or, to the knowledge of the Company, has revocation been threatenedthreatened against or involving, any Company Plan before any Governmental Authority, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) and no event has occurred since Except as would not reasonably be expected to have, individually or in the date of the most recent approval aggregate, a Company Material Adverse Effect, each Company Plan that covers former or application therefor that is reasonably likely to affect any such approval current employees, directors or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets other independent contractors of the Company or any of its Subsidiaries by reason who are located primarily outside of the United States (a “Company International Plan”) (i) if intended to qualify for special tax treatment, meets all the requirements for such Non-U.S. Plan; treatment, and (ivii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. From and after the financial statements Effective Time, Parent and its Subsidiaries will receive the full benefit of any funds, accruals and reserves under the Company International Plans. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Person has been treated as an independent contractor of the Company or any of its Subsidiaries for tax purposes, or for purposes of exclusion from any Company Plan, who should have been treated as an employee for such Nonpurposes. (k) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) none of the Company or any of its Subsidiaries has breached or otherwise failed to comply with the provisions of any Collective Bargaining Agreement and there are no grievances or arbitrations outstanding thereunder, and (ii) there are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-U.S. Plan check or, to the knowledge of the Company, other unionization activities seeking recognition of a bargaining unit at the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no unfair labor practice charges, grievances, pending arbitrations or other complaints or union representation questions before the National Labor Relations Board or other labor board of Governmental Authority that would reasonably be expected to affect the employees of the Company and its Subsidiaries. (if anyl) accurately reflect Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no current or, to the knowledge of the Company, threatened strikes, slowdowns or work stoppages, and no such Non-U.S. Plan’s liabilitiesstrike, slowdown or work stoppage has occurred within the three years preceding the date hereof.

Employees and Employee Benefit Plans. (a) Section 4.17(a4.11(a) of the Company Disclosure Schedule Letter sets forth a true complete and complete correct list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject Benefit Plan. With respect to ERISA. For each material Company Employee Plan Benefit Plan, a copy of each of the following documents, and each Company Employee Plan that is subject all amendments and modifications to ERISAsuch documents, the Company has been made available to Parent a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) Parent: (i) each trustthe written document evidencing such Company Benefit Plan or, insurance with respect to any such plan that is not in writing, a written description of the material terms thereof, and all amendments, modifications or other funding arrangementmaterial supplements to such Company Benefit Plan, (ii) each summary the annual report (Form 5500), if any, filed with the U.S. Internal Revenue Service (“IRS”) for the last plan description and summary of material modificationsyear, (iii) the most recently filed Internal Revenue Service Forms 5500received IRS determination letter, if any, relating to such Company Benefit Plan, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Serviceactuarial report and/or financial statement, (v) the most recently prepared actuarial reports and financial statements in connection with each if any, relating to such Company Employee Benefit Plan, and (viv) all any related trust agreements, annuity contracts, insurance contracts or documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during funding arrangements. No Company Benefit Plan is maintained outside the past yearjurisdiction of the United States, or covers any employee residing or working outside of the United States. (b) Neither the Except as would not reasonably be expected to have a Company nor any of its ERISA Affiliates Material Adverse Effect: (nor any predecessor of any such entityi) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsoredall Company Benefit Plans comply and have been established, maintained, funded, operated, and administered in accordance with their terms and the requirements of all Laws applicable thereto; (ii) there are no actions, suits or contributed claims (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened, involving any Company Benefit Plan; and (iii) there have been no non-exempt “prohibited transactions” within the meaning of Section 4975 of the Code or had Section 406 or 407 of ERISA and no breaches of fiduciary duty (as determined under ERISA) with respect to any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISACompany Benefit Plan. (c) Except as has would not hadreasonably be expected to result in a material liability to the Company or its Subsidiaries, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received is the subject of a current favorable determination letter or opinion letter from the Internal Revenue Service IRS, and there are no existing circumstances or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist events that would reasonably be expected to result in adversely affect the qualified status of each such Company Benefit Plan; (ii) no Company Benefit Plan is under audit or is the subject of an audit, investigation or other administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority, nor is any such letter being revoked audit, investigation or not being reissued other administrative proceeding, to the Knowledge of the Company, threatened; and (iii) all contributions, reimbursements, premium payments and other payments required to have been made under or with respect to each Company Benefit Plan as of or prior to the date hereof have been made or accrued (as applicable) on a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had, individually or timely basis in the aggregate, a Company Material Adverse Effect, each trust created under any accordance with applicable Law and such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creationBenefit Plan’s terms. (d) Except as has not had, individually or in the aggregate, a No Company Material Adverse Effect, (i) each Company Employee Benefit Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Codeis, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to none of the Company’s knowledge, is threatened against or reasonably expected to involveits Subsidiaries, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its SubsidiariesERISA Affiliates, during the consummation of six (6) years prior to the transactions contemplated by this Agreement will notdate hereof, either alone has maintained, contributed to, been required to contribute to or together otherwise had any Liability with any other eventrespect to: (i) entitle any such individual plan that is or was subject to any payment Section 302 or benefitTitle IV of ERISA or Section 412, including any bonus430 or 4971 of the Code, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through Multiemployer Plan. No Company Benefit Plan is a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute paymentmultiple employer plan” (as defined in within the meaning of Section 280G(b)(1210 of ERISA or Section 413(c) of the Code), or a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA). Neither the Company nor any of its Subsidiaries has any Liability, or is reasonably expected to have any, material Liability: (i) under Title IV of ERISA; or (ii) on account of at any time being considered a single employer under Section 414 of the Code with any other Person. (fe) Neither the Company nor any of its Subsidiaries has any current Liability under any Company Benefit Plan or projected liability for, and no Company Employee Plan provides or promises, any otherwise for providing post-employment termination or post-retirement retiree health, medical, dental, disability, hospitalization, life or similar other welfare benefits (whether insured or self-insured) to any directorPerson, officer, or employee (including any former director, officer, or employee) other than as required under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Company Code or any applicable Law at the sole expense of its Subsidiaries (other than coverage mandated by Applicable Law). (g) such employee. Neither the Company nor any of its Subsidiaries has any obligation incurred (whether or not assessed), or is reasonably expected to gross-upincur or to be subject to, indemnify or otherwise reimburse any Person for any Tax incurred by such Person or other material penalty with respect to the reporting requirements under Sections 6055 and 6056 of the Code, as applicable, or under Section 409A 4980B, 4980D or 4999 4980H of the Code. (hf) With respect to any Except as expressly provided under this Agreement or as required by applicable Law, the execution, delivery and performance of this Agreement by the Company Employee Plan for and the benefit of consummation by the Company employees or dependents thereof who perform services or who are employed outside of the United States Transactions will not (a “Non-U.S. Plan”), except as has not had, individually alone or in the aggregate, a Company Material Adverse Effect: combination with any other event): (i) if required to have been approved by entitle any non-U.S. Governmental Authority (current or permitted to have been approved to obtain any beneficial Tax former employee, officer or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets director of the Company or any of its Subsidiaries by reason to severance pay or any other payment, (ii) result in any payment becoming due, accelerate the time of payment or vesting of benefits or increase the amount of or result in the forfeiture of any compensation or benefits due to any such Non-U.S. employee, officer or director, (iii) result in any forgiveness of indebtedness of any such employee, officer or director or trigger any funding obligation under any Company Benefit Plan; and , or (iv) result in any payment (whether in cash or property or the financial statements vesting of property) to any “disqualified individual” (within the meaning of Section 280G of the Code) that would reasonably be expected to, individually or in combination with any other such Nonpayment, constitute an “excess parachute payment” (within the meaning of Section 280G(b)(1) of the Code). The Company maintains no obligations to gross-U.S. up or reimburse any individual for any Tax or related interest or penalties incurred by such individual, including under Sections 409A or 4999 of the Code or otherwise. (g) Each Company Benefit Plan and any other agreement, plan, Contract or arrangement maintained by the Company or a Company Subsidiary that is, in any part, a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (if anyh) accurately reflect such NonThere are no labor unions, works councils, or other labor organizations representing any employees employed by the Company or any of its Subsidiaries. Except as would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 2017, there has not occurred and, to the Knowledge of the Company, there is not threatened, (i) any strike, slowdown, picketing, material labor-U.S. Plan’s liabilitiesrelated arbitration, material grievance, or work stoppage by, or lockout of, or to the Knowledge of the Company, union organizing activities with respect to, any employees of the Company or any of its Subsidiaries, (ii) any Litigation against the Company or any of its Subsidiaries relating to the alleged violation of any Laws pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Authority, or (iii) any application for representation or certification of a labor union, works council, or other labor organization seeking to represent any employees of the Company or any of its Subsidiaries. (i) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, applicant and employee background checking, immigration, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, worker classification, withholding of Taxes, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues, affirmative action and unemployment insurance and related matters. (j) Except as would not reasonably be expected to result in material Liability to the Company or any of its Subsidiaries, (i) none of the Company or its Subsidiaries has entered into a settlement agreement with a current or former officer, director or employee of the Company or any of its Subsidiaries resolving allegations of sexual harassment or misconduct by an executive officer, director or employee of the Company or any of its Subsidiaries, and (ii) there are no, and since January 1, 2017, there have not been any Litigations pending or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries, in each case, involving allegations of sexual harassment or misconduct by an officer, director or employee of the Company or any of its Subsidiaries. The Company and its Subsidiaries have promptly, thoroughly and impartially investigated all material sexual harassment or other material discrimination allegations with respect to current and former employees of which it is or was aware. (k) Section 4.11(k) of the Company Disclosure Letter sets forth a good faith estimate of the accumulated payroll deductions expected to be used to purchase shares of Common Stock under the Company ESPP at the conclusion of the Current ESPP Offering Period. (l) This Section 4.11 (along with Section 4.9 (as it relates to the subject matter hereof) and Section 4.16) contains the sole and exclusive representations and warranties of the Company with respect to the subject matter hereof.

Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Company Disclosure Schedule sets forth contains a true correct and complete list as of the date of this Agreement of identifying each material Company Employee Plan (excluding individual employment agreements or offer letters, in a form previously provided to Parent, for Service Providers who are not Key Employees entered into in the ordinary course of business consistent with past practice and each that may be terminated at any time without liability to the Company Employee or its Subsidiaries (other than the provision of notice of termination to the extent required by Applicable Law)), and specifies whether such plan is a US Plan that is subject to ERISAor an International Plan. For each material Company such Employee Plan and each Company Employee Plan that is subject to ERISA(excluding the individual employment agreements or offer letters described in the preceding sentence), the Company has made available provided to Parent (i) a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereofand, together with a copy of (if as applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description all trust agreements, insurance contracts or other funding arrangements and summary of material modificationsamendments thereto, (iii) the most recently filed Internal Revenue Service Forms 5500current summary plan description and current summaries of material modifications, (iv) the most recent favorable determination or opinion letter from the Internal Revenue ServiceIRS, (v) the most recently filed annual return/report (Form 5500) and accompanying schedules and attachments thereto, (vi) the most recently prepared actuarial reports report and financial statements in connection with each and (vii) if such Company Employee plan is an International Plan, documents that are substantially comparable (taking into account differences in Applicable Law and (vipractices) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yeardocuments required to be provided in clauses ‎(i) through ‎‎(vi). (b) The Company has provided to Parent a schedule that sets forth, for each employee of the Company or any of its Subsidiaries, his or her name, title, annual base salary, most recent annual bonus received, current annual bonus opportunity, hire date, location, whether full- or part-time, and whether active or on leave. Prior to the anticipated Closing Date as communicated by Parent to the Company, the Company will provide Parent with a revised version of the schedule described in the immediately preceding sentence, updated as of a date not more than ten days prior to such anticipated Closing Date. As of the date hereof, no Key Employee has indicated to the Company or any of its Subsidiaries that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within one year after the Closing Date. (c) With respect to any Employee Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code, no non-exempt prohibited transaction has occurred that has caused or would reasonably be expected to cause the Company or any of its Subsidiaries to incur any material liability under ERISA or the Code. Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during has in the last past six years, years sponsored, maintained, administered or contributed to (or had any obligation to contribute to), or has or is reasonably expected to have any direct or indirect liability with respect to, any plan that is (i) subject to Title IV of ERISA, including any ERISA or (ii) a “multiemployer plan, ” (as defined in Section 3(37) of ERISA). (cd) Except as Each Employee Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has not hadbeen maintained, individually in form and operation, in material compliance with all applicable requirements of Section 409A of the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or in otherwise reimburse any current or former Service Provider for any Tax incurred by such Service Provider, including under Section 409A, 457A or 4999 of the aggregate, a Company Material Adverse Effect, each Company Code. (e) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code may rely on a prototype opinion letter or has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired andIRS, to the knowledge of the Company, and no circumstances exist that would reasonably be expected to result in any such determination letter being revoked or not being reissued or a penalty under the Internal Revenue Service IRS Closing Agreement Program if discovered during an Internal Revenue Service IRS audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each Each trust created under any such Company Employee Plan is exempt from tax Tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as . Each Employee Plan has been maintained in compliance with its terms and with the requirements of Applicable Law, including ERISA and the Code, except for failures to comply or violations that have not hadhad and would not reasonably be expected have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has would not hadreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, events have occurred with respect to each director, officer, any Employee Plan that could result in payment or employee (including each former director, officer, assessment by or employee) of against the Company or any Subsidiary of its Subsidiariesany excise taxes under ERISA or the Code. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions, premiums and payments that are due have been made for each Employee Plan within the time periods prescribed by the terms of such plan and Applicable Law, and all contributions, premiums and payments for any period ending on or before the Closing Date that are not due are properly accrued to the extent required to be accrued under applicable accounting principles. (g) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will not, (either alone or together with any other event: ) will (i) entitle any such individual current or former Service Provider to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) enhance any benefits or accelerate the time of payment or vesting or trigger any payment or of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, Plan or otherwise or (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent Parent, to merge, amend or terminate any Company Employee Plan Plan. There is no contract, plan or arrangement (ivwritten or otherwise) result in covering any current or former Service Provider that, individually or collectively, could give rise to the payment of any “excess parachute payment” (as defined in amount that would not be deductible due to the application of Section 280G(b)(1280G or 162(m) of the Code). (fh) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, current or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries Service Provider (other than coverage mandated by Applicable Law, including the Consolidated Omnibus Budget Reconciliation Act of 1985 (or COBRA)). (gi) Neither There is no action, suit, investigation, audit, proceeding or claim (or any basis therefore) (other than routine claims for benefits) pending against or involving, or, to the Company nor Company’s knowledge, threatened against or involving any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for before any arbitrator or any Governmental Authority, including the benefit IRS or the Department of Company employees Labor that, if determined or dependents thereof who perform services or who are employed outside of resolved adversely in accordance with the United States (a “Non-U.S. Plan”)plaintiff’s demands, except as has not hadwould reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: . The Company and its Subsidiaries are, and have been since January 1, 2012, in compliance with all Applicable Laws with respect to labor relations, employment and employment practices, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (j) Each International Plan (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved maintained in compliance with its terms and Applicable Law, except for failures to comply or timely submitted for approval; no such approval has been revoked (norviolations that have not had and would not reasonably be expected to have, to individually or in the knowledge of the Companyaggregate, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; a Company Material Adverse Effect, (ii) if intended to be funded and/or book reservedqualify for special tax treatment, meets in all material respects all the requirements for such Non-U.S. Plan is fully funded and/or book reservedtreatment, as appropriate, based upon reasonable actuarial assumptions; and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. (k) Neither the Company nor any of its Subsidiaries is or has been party to or subject to, or is currently negotiating in connection with entering into, any Collective Bargaining Agreement. There has not been any organizational campaign, petition or other unionization activity seeking recognition of a collective bargaining unit relating to any Service Provider. There are no, and since January 1, 2012 there have not been any, labor strikes, slowdowns, stoppages, picketings, interruptions of work or lockouts pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries. There are no material liability exists or reasonably could be imposed upon unfair labor practice complaints pending or, to the assets of Company’s knowledge, threatened against the Company or any of its Subsidiaries by reason before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving Service Providers. The consent or consultation of, or the rendering of such Non-U.S. Plan; formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereby. (l) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and (iv) the financial statements each of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesits Subsidiaries is, and has been since January 1, 2011, in compliance with WARN and has no liabilities or other obligations thereunder.

Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Company Disclosure Schedule sets forth contains a true correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment con- tract, material severance contract or plan and each other material plan or agreement providing for compensation, bonuses, profit-sharing, equity compensation or other forms of incentive or de- ferred compensation, insurance (including any self-insured arrangements), health or medical benefits, post-employment or retirement benefits (including compensation, pension, health, med- ical or life insurance benefits) which is maintained, administered or contributed to by the Com- pany or any ERISA Affiliate and covers any current or former employee, director or other inde- pendent contractor of the Company or any of its Subsidiaries, or with respect to which the Com- pany or any of its Subsidiaries has any liability, other than a Multiemployer Plan. As soon as reasonably practicable after the date hereof, but in no event more than sixty days after the date hereof, copies of such plans and any Multiemployer Plan (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof will be furnished to Parent together with the most recent annual report (Form 5500 in- cluding, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust and the most recent Internal Revenue Service determination letter for any such plan, to the extent applicable. Such plans (disregarding all materiality qualifiers in this Sec- tion 4.17(a)), including Company International Plans but not any Multiemployer Plan, are re- ferred to collectively herein as the “Company Plans.” (b) No Company Plan (for the avoidance of doubt, other than any Multiem- ployer Plan) that is subject to Title IV of ERISA (each, a “Title IV Plan”) has any unfunded lia- bilities as of the date of this Agreement of each material Agreement. The aggregate underfunded or unfunded, as applicable, liability for all Company Employee Plan and each Company Employee Plan Plans that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan are “excess benefit plans” (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(373(36) of ERISA) or that provide deferred compensation (including, for this purpose, any analogous Com- pany International Plans), computed using the actuarial assumptions used for the purposes of de- termining any liability under such Company Plan for purposes of the Company SEC Documents, is not reasonably be expected to have, individually or in the aggregate, a Company Material Ad- verse Effect. (c) Except as has would not hadreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its ERISA Affil- iates has incurred any liability on account of a “complete withdrawal” or a “partial withdrawal” (within the meaning of Sections 4203 and 4205 of ERISA, respectively) from any “multiemploy- er plan” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”) and, to the Company’s knowledge, no circumstances exist that would reasonably be expected to give rise to any such withdrawal (including as a result of the transactions contemplated by this Agreement). Neither the Company nor any of its ERISA Affiliates has received notice of any Multiemployer Plan’s (i) failure to satisfy the minimum funding requirements of Section 412 of the Code or application for or receipt of a waiver of such minimum funding requirements, (ii) “endangered status” or “critical status” (within the meaning of Section 432 of the Code) or (iii) insolvency, “reorganiza- tion” (within the meaning of Section 4241 of ERISA) or proposed or, to the Company’s knowledge, threatened termination. Except as would not reasonably be expected to have, indi- vidually or in the aggregate, a Company Material Adverse Effect, all contributions, surcharges and premium payments owed by the Company and its ERISA Affiliates with respect to each Multiemployer Plan have been paid when due. (d) Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from letter. Each Company Plan (for the Internal Revenue Service or avoid- ance of doubt, other than a Multiemployer Plan) has applied to been established and operated in compliance with its terms and with all Applicable Laws, including ERISA and the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has Code, except as would not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not hadhave, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employeedisclosed in Section 4.17(e) of the Company or any of its SubsidiariesDisclosure Sched- ule, the consummation of the transactions contemplated by this Agreement will not, not (either alone or together with any other event: (i) entitle any such individual employee, director or other independent contractor of the Company or any of its Subsidiaries to any payment severance pay or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation material com- pensation or benefits under, or increase the amount payable or trigger any other material obligation underpursuant to, any Company Employee Plan. Neither the Company nor any of its Subsidiaries has any obliga- tion to gross-up, (iii) contractually limit indemnify or restrict the right otherwise reimburse any current or former employee, director or other independent contractor of the Company or any of its Subsidiaries orfor any Tax incurred by such individual, after the Closing, Parent to merge, amend including under Section 409A or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) 4999 of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or in re- spect of post-retirement medicalhealth, dentalmedical or life insurance benefits for retired, disabilityformer or current employees, hospitalizationdirectors or other independent contractors of the Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (g) There has been no amendment to, life written interpretation or similar benefits announcement (whether insured or self-insurednot written) to any director, officer, or employee (including any former director, officer, or employee) of by the Company or any of its Subsidiaries (other than Affiliates relating to, or change in partici- pation or coverage mandated by Applicable Law). (g) Neither under, a Company Plan which would reasonably be expected to have, indi- vidually or in the aggregate, a Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the CodeMaterial Adverse Effect. (h) With respect There is no action, suit, investigation, audit or proceeding pending against or involving or, to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside knowledge of the United States (a “Non-U.S. Plan”)Company, threatened against or involving, any Compa- ny Plan before any Governmental Authority, except as has would not hadreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: . (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Plan that covers former or cur- rent employees, directors or other independent contractors of the Company or any of its Subsidi- aries who are located primarily outside of the United States (a “Company International Plan”) (i) if required intended to qualify for special tax treatment, meets all the requirements for such treatment, and (ii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reason- able actuarial assumptions in accordance with applicable accounting principles. From and after the Effective Time, Parent and its Subsidiaries will receive the full benefit of any funds, accruals and reserves under the Company International Plans. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Person has been treated as an independent contractor of the Company or any of its Subsidiaries for tax purposes, or for purposes of exclu- sion from any Company Plan, who should have been approved by treated as an employee for such purposes. (k) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) none of the Company or any nonof its Subsidiar- ies has breached or otherwise failed to comply with the provisions of any Collective Bargaining Agreement and there are no grievances or arbitrations outstanding thereunder, and (ii) there are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norcheck or, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date other unionization activities seeking recogni- tion of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of a bargaining unit at the Company or any of its Subsidiaries by reason Subsidiaries. Except as would not reason- ably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no unfair labor practice charges, grievances, pending arbitrations or other complaints or union representation questions before the National Labor Relations Board or other labor board of Governmental Authority that would reasonably be expected to affect the employees of the Com- pany and its Subsidiaries. (l) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no current or, to the knowledge of the Company, threatened strikes, slowdowns or work stoppages, and no such Non-U.S. Plan; and (iv) strike, slowdown or work stoppage has occurred within the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesthree years preceding the date hereof.

Employees and Employee Benefit Plans. (a) Section 4.17(a3.13(a) of the Company Disclosure Schedule sets forth contains a true and complete list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to ERISABenefit Plan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the The Company has made available to Parent a copy copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustmaterial Company Benefit Plan (or, insurance or other funding arrangementwith respect to any unwritten material Company Benefit Plan, a written description of the material terms thereof) and (ii) each summary plan description and summary of material modificationsto the extent applicable, (iii) the most recently filed Internal Revenue Service Forms 5500, (ivA) the most recent favorable determination or opinion letter from the Internal Revenue Serviceannual report on Form 5500 filed and all schedules thereto filed with respect to such Company Benefit Plan, (vB) each current trust agreement, insurance contract or policy, group annuity contract and any other funding arrangement relating to such Company Benefit Plan, (C) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Planrecent Internal Revenue Service opinion or favorable determination letter, and (viD) all documents and correspondence relating thereto received from or provided the most recent summary plan description, if any, required under ERISA with respect to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yearsuch Company Benefit Plan. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has would not had, individually or in the aggregate, constitute a Company Material Adverse Effect, (i) each Company Employee Benefit Plan has been maintained in compliance with its terms and with the requirements of applicable Law, (ii) all employer contributions, premiums and expenses to or in respect of each Company Benefit Plan have been paid in full or, to the extent not yet due, have been adequately accrued on the applicable financial statements of the Company included in the Company SEC Documents in accordance with GAAP, and (iii) each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a favorable determination or opinion letter from the Internal Revenue Service or has applied to may rely on a favorable opinion letter issued by the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Service. (c) Except as has would not had, individually or in the aggregate, constitute a Company Material Adverse Effect, each trust created under any such no Company Employee Benefit Plan is exempt from tax under subject to Title IV of ERISA or Section 501(a) 412 of the Code and Code, and, during the immediately preceding six (6) years, none of the Company, its Subsidiaries or any of their respective ERISA Affiliates has contributed to, or been so exempt since its creationrequired to contribute to, a plan subject to Title IV of ERISA or Section 412 of the Code. (d) Except as has would not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, constitute a Company Material Adverse Effect, no claim (other than routine claims for benefits)Company Benefit Plan provides health insurance, action, suit, investigation life insurance or proceeding (including an audit) is pending against death benefits to current or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) employees of the Company or any of its SubsidiariesSubsidiaries beyond their retirement or other termination of service, other than as required by Section 4980B of the Code or other applicable Law. (e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will not, either (alone or together in combination with any other event: ) (i) entitle any such individual officer, director or employee of the Company or any of its Subsidiaries to any payment severance or benefit, including any bonus, retention, severance, retirement or job security payment or benefittermination pay pursuant to a Company Benefit Plan, (ii) accelerate the time of payment or vesting vesting, result in any forgiveness of indebtedness or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation underpursuant to, any Company Employee Plan, Benefit Plan or (iii) contractually limit result in any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any officer, director or restrict the right employee of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Subsidiaries. (f) Neither the Company nor any of its Subsidiaries (i) has agreed to recognize any labor union, works council or labor organization, nor has any current labor union, works council or projected liability for, and no Company Employee Plan provides or promises, labor organization been certified as the exclusive bargaining representative of any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) employees of the Company or any of its Subsidiaries Subsidiaries, (other than coverage mandated by Applicable Law). (gii) Neither the Company nor any of its Subsidiaries has any obligation is a party to gross-up, indemnify or otherwise reimburse bound by, or currently negotiating, any Person for any Tax incurred by such Person under Section 409A collective bargaining agreement or 4999 other Contract with a labor union, works council or labor organization or (iii) as of the Code. (h) With respect date hereof is the subject of any material proceeding seeking to compel it to bargain with any Company Employee Plan for labor union, works council or labor organization, nor, to the benefit of Company employees or dependents thereof who perform services or who are employed outside Knowledge of the United States (a “Non-U.S. Plan”)Company, except is any such proceeding threatened. Except as has would not had, individually or in the aggregate, constitute a Company Material Adverse Effect: (i) if required to have been approved by , the Company and its Subsidiaries are in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, withholding of Taxes, worker classification, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and unemployment insurance and related matters. The consent or consultation of, or the rendering of formal advice by, any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax labor union, works council or other status), labor organization is not required by applicable Law or any agreement with such Non-U.S. Plan has been so approved employee representative body for the Company to enter into this Agreement or timely submitted for approval; no such approval has been revoked (nor, to the knowledge consummate any of the Companytransactions contemplated hereby. Except as would not constitute a Company Material Adverse Effect, has revocation been threatened) the Company and no event has occurred since the date its Subsidiaries have complied with each of the most recent approval their respective obligations under applicable Law or application therefor that is reasonably likely any agreement with a labor union, works council or other labor organization to affect inform, consult with and/or obtain consent from any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesentity during past two years.

Employees and Employee Benefit Plans. (a) Section 4.17(a4.12(a) of the Company Disclosure Schedule sets forth contains a true and complete list as of the date of this Agreement of each material Company Employee Plan and Benefit Plan. With respect to each Company Employee Plan that is subject to ERISA. For each such material Company Employee Plan and each Company Employee Plan that is subject to ERISABenefit Plan, the Company has made available to Parent a copy copies (to the extent applicable) of such (i) the current plan (document or a description, written description or summary of all material terms thereof if such plan is not written) and in writing, including all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangementattachments thereto, (ii) each summary plan description the most recent financial statements, actuarial valuation report and summary annual report on Form 5500 as filed with the U.S. Department of material modificationsLabor, (iii) the most recently filed Internal Revenue Service Forms 5500each current trust agreement, insurance contract or policy, group annuity contract and any other funding arrangement relating to such Company Benefit Plan, (iv) the most recent favorable determination Internal Revenue Service determination, advisory or opinion letter from the Internal Revenue Serviceletter, and (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Planrecent summary plan description, and (vi) including all documents and correspondence relating thereto received from or provided to the Department summaries of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yearmaterial modifications thereto. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has would not had, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, constitute a Company Material Adverse Effect, (i) each Company Employee Benefit Plan has been maintained in compliance with its terms and all Applicable with the requirements of applicable Law, including ERISA (ii) all employer contributions, premiums and expenses required to be made to or in respect of each Company Benefit Plan have been paid in full or, to the Codeextent not yet due, have been adequately accrued in accordance with applicable accounting practices of the Company, and (iiiii) each Company Employee Benefit Plan that is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. intended to be “qualified” within the meaning of Section 401(a) of the Code has either received a favorable determination letter from the Internal Revenue Service or may rely on a favorable opinion letter issued by the Internal Revenue Service. (c) Except as has would not had, individually or in the aggregate, constitute a Company Material Adverse Effect, no claim Company Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code, and, during the immediately preceding six (other than routine claims for benefits)6) years, action, suit, investigation or proceeding (including an audit) is pending against or involves or, to none of the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department Company Subsidiaries nor any of Labor their respective ERISA Affiliates has contributed to, or been required to contribute to, a plan subject to Title IV of ERISA or Section 412 of the PBGCCode. (ed) Except as provided under this Agreement would not constitute a Company Material Adverse Effect, no Company Benefit Plan provides health insurance, life insurance or pursuant death benefits to Applicable Law, with respect to each director, officer, current or employee (including each former director, officer, or employee) employees of the Company or any of its Subsidiariesthe Company Subsidiaries beyond their retirement or other termination of service, other than as required by Section 4980B of the Code or other applicable Law. (e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated Transactions will by this Agreement will not, either alone or together with any other event: itself (i) entitle any such individual officer, director or employee of the Company or any of the Company Subsidiaries to any payment material severance or benefit, including any bonus, retention, severance, retirement or job security payment or benefitmaterial termination pay pursuant to a Company Benefit Plan, (ii) except as provided in Section 3.3, accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits undervesting, or materially increase the amount payable of, compensation due to any such officer, director or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right employee of the Company or any of its the Company Subsidiaries or, after the Closing, Parent to merge, amend or terminate under any Company Employee Plan Benefit Plan, or (iviii) result in the payment of any amount that would constitute an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(1) 280G of the Code)) under any Company Benefit Plan. (f) Neither the Company nor any of its the Company Subsidiaries (i) has agreed to recognize any labor union, works council or labor organization, nor has any current labor union, works council or projected liability for, and no Company Employee Plan provides or promises, labor organization been certified as the exclusive bargaining representative of any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) employees of the Company or any of its Subsidiaries the Company Subsidiaries, (ii) is a party to or otherwise bound by any collective bargaining agreement or other than coverage mandated by Applicable Law)Contract with a labor union, works council or labor organization, or (iii) as of the date of this Agreement, is the subject of any material proceeding seeking to compel it to bargain with any labor union, works council or labor organization, nor, to the Knowledge of the Company, is any such proceeding threatened. (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-upSince January 1, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”)2022, except as has not had, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to there have been approved by any non-U.S. Governmental Authority no strikes, work stoppages, slowdowns, picketing, concerted refusal to work overtime, handbilling, leafletting, lockouts, arbitration (or permitted to have been approved to obtain any beneficial Tax in each case involving labor matters) or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (normaterial labor disputes pending or, to the knowledge Knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of threatened against the Company or any of its Subsidiaries. (h) There are no pending or, to the Knowledge of the Company, threatened material Actions or investigations against the Company or a Company Subsidiary brought by or on behalf of any employee, contractor or other service provider. (i) Except as would not constitute a Company Material Adverse Effect, the Company and the Company Subsidiaries by reason are in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of such Non-U.S. Plan; employment, workers’ compensation, occupational safety and (iv) the financial statements health requirements, plant closings, wages and hours, withholding of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesTaxes, worker classification, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and unemployment insurance and related matters.

Employees and Employee Benefit Plans. (a) Section 4.17(a) The Company has provided Parent with a complete and accurate list setting forth all employees, advisors, and consultants of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof together with their titles or positions, dates of this Agreement hire, regular work location and current compensation. The Company does not have any employment contract with any officer or employee or any other consultant or Person which is not terminable by the Company at will without liability, except as the right of each material the Company Employee Plan and each Company Employee Plan that is subject to ERISAterminate its employees at will may be limited by applicable federal, state or foreign law. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAExcept as set forth in Section 4.12(a) of the Disclosure Schedule, the Company does not have any deferred compensation, pension, health, profit sharing, bonus, stock purchase, stock option, hospitalization, insurance, severance, workers’ compensation, supplemental unemployment benefits, vacation benefits, disability benefits, or any other employee pension benefit plan (as defined in the Employee Retirement Income Security Act of 1974 (“ERISA”) or otherwise) or welfare benefit plan or obligation covering any of its officers, directors, consultants or employees (“Employee Plans”). (b) The Company has made available to Parent a copy true, complete and correct copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustEmployee Plan (or, insurance or other funding arrangementin the case of any unwritten Employee Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 filed with the IRS with respect to each summary plan description and summary of material modificationsEmployee Plan (if any such report was required), (iii) the most recently filed Internal Revenue Service Forms 5500recent summary plan description for each Employee Plan for which such summary plan description is required, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, each trust agreement and group annuity contract relating to any Employee Plan and (v) all correspondence with the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from IRS or provided to the United States Department of LaborLabor relating to any outstanding controversy or audit. Each Employee Plan complies in all material respects with applicable Legal Requirements, including, without limitation, ERISA and the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISACode. (c) Except as Each Employee Plan has been maintained, funded, operated and administered in compliance in all material respects with all applicable laws and regulations, including but not hadlimited to, individually or in ERISA, the aggregateCode, a Company Material Adverse Effect, each Company and the Health Insurance Portability and Accountability Act of 1996. Each Employee Plan that is intended to be qualified under Section section 401(a) of the Code and each trust forming a part thereof that is intended to be exempt from taxation under section 501(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service IRS as to its qualification and tax-exempt status and nothing has occurred since the date of such determination letter that could adversely affect the qualification of such Employee Plan or the tax-exempt status of such related trust. No event has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired occurred and, to the knowledge of the Company, there currently exists no condition or set of circumstances exist that would in connection with which the Company could reasonably be expected to result in be subject to any such letter being revoked or not being reissued or a penalty liability under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit terms of any Employee Plans, ERISA, the Code or investigationany other applicable law, including any liability under Title IV of ERISA. Except as has not had, individually Each Employee Plan can be amended or terminated in accordance with its terms and any applicable law without any material liability to the aggregate, a Company Material Adverse Effect, each trust created under any other than for benefits accrued or incurred before such Company amendment or termination. No Employee Plan is exempt from tax under Section 501(aa plan subject to Title IV of ERISA. No Employee Plan is a “multiemployer plan” as defined in section 3(37) of the ERISA and 414(f) of the Code, nor a “multiple employer plan” as described in section 4063(a) of ERISA and 413 of the Code, and neither the Company nor any Person which, together with the Company, would be treated as a single employer under section 4001 of ERISA or section 414 of the Code and has been so exempt since its creationever contributed or had an obligation to contribute to any such plans. (d) Except as has not had, individually or set forth in Section 4.12(d) of the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse EffectDisclosure Schedule, no claim (director, officer, consultant or other than routine claims for benefits)employee of the Company will become entitled to any retirement, action, suit, investigation severance or proceeding similar benefit or enhanced or accelerated benefit (including an audit) is pending against any acceleration of vesting or involves or, lapse of repurchase rights or obligations with respect to any employee stock option or other benefit under any stock option plan or compensation plan or arrangement of the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including ) solely as a result of the Internal Revenue Service, the Department of Labor or the PBGCtransactions contemplated hereby. (e) Except as No Employee Plan provides post-retirement health and medical, life or other insurance benefits for retired employees of the Company (other than benefit coverage mandated by applicable statute, including benefits provided under this Agreement or pursuant to Applicable Lawthe Consolidated Omnibus Budget Reconciliation Act of 1985, with respect as codified in Code section 4980B and ERISA sections 601 et seq., as amended from time to each directortime (“COBRA”)). (f) There has been no amendment to, officer, written interpretation or employee announcement (including each former director, officer, whether or employeenot written) of by the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits underaffiliates relating to, or increase the amount payable change in employee participation or trigger any other obligation coverage under, any Company Employee Plan, (iii) contractually limit or restrict Plan that would increase materially the right expense of maintaining such Employee Plan above the level of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result expense incurred in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan thereof for the benefit of Company employees or dependents thereof who perform services or who are employed outside of 12 months ended on the United States (a “Non-U.S. Plan”), except as has not had, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesBalance Sheet Date.

Employees and Employee Benefit Plans. (a) Section 4.17(a) 4.9 of the Company Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of Letter lists each material Company Employee Plan and each Company Employee Plan that is subject Benefit Plan. With respect to ERISA. For each material Company Employee Plan Benefit Plan, a copy of each of the following documents, and each Company Employee Plan that is subject all amendments and modifications to ERISAsuch documents, the Company has been made available to Parent a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) Parent: (i) each trustthe written document evidencing such Company Benefit Plan or, insurance with respect to any such plan that is not in writing, a written description of the material terms thereof, and all amendments, modifications or other funding arrangementmaterial supplements to such Company Benefit Plan, (ii) each summary the annual report (Form 5500), if any, filed with the U.S. Internal Revenue Service (“IRS”) for the last plan description and summary of material modificationsyear, (iii) the most recently filed Internal Revenue Service Forms 5500received IRS determination letter, if any, relating to such Company Benefit Plan, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Serviceactuarial report and/or financial statement, (v) the most recently prepared actuarial reports and financial statements in connection with each if any, relating to such Company Employee Benefit Plan, and (viv) all any related trust agreements, annuity contracts, insurance contracts or documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during funding arrangements. No Company Benefit Plan is maintained outside the past yearjurisdiction of the United States, or covers any employee residing or working outside of the United States. (b) Neither Except as would not reasonably be expected to have a Company Material Adverse Effect: (i) all Company Benefit Plans comply and have been operated in accordance with their terms and the requirements of Law applicable thereto; and (ii) there are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened, involving any Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISABenefit Plan. (c) Except as has would not hadreasonably be expected to result in a material liability to the Company or its Subsidiaries, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received is the subject of a favorable determination letter or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired IRS, and, to the knowledge Knowledge of the Company, there are no existing circumstances exist or events that would reasonably be expected to result in adversely affect the qualified status of each such Company Benefit Plan; (ii) no Company Benefit Plan is under audit or is the subject of an audit, investigation or other administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority, nor is any such letter being revoked audit, investigation or not being reissued or a penalty under other administrative proceeding, to the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) Knowledge of the Code Company, threatened; and has (iii) all contributions, reimbursements, premium payments and other payments required to have been so exempt since its creationmade under or with respect to each Company Benefit Plan as of or prior to the date hereof have been made or accrued (as applicable) on a timely basis in accordance with applicable Law. (d) Except as Neither the Company nor any of its ERISA Affiliate, during the six (6) years prior to the date hereof, has not hadmaintained, individually or in the aggregatecontributed to, a Company Material Adverse Effect, been required to contribute to (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including any plan subject to Section 302 or Title IV of ERISA and or Section 412 or 4971 of the Code, and or (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGCMultiemployer Plan. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current liability under any Company Benefit Plan or projected liability for, and no Company Employee Plan provides or promises, any post-employment or otherwise for providing post-retirement medicalhealth, dentalmedical and life insurance benefits for retired, disabilityformer or current employees, hospitalizationother than statutory liability for providing group health plan continuation coverage under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code or applicable Law at the sole expense of such employee. (f) Except as expressly provided under this Agreement or as required by applicable Law, life the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions will not (alone or similar benefits in combination with any other event): (whether insured i) entitle any current or self-insured) to any directorformer employee, officer, officer or employee (including any former director, officer, or employee) director of the Company or any of its Subsidiaries to severance pay or any other payment, (ii) result in any payment becoming due, accelerate the time of payment or vesting of benefits or increase the amount of compensation due to any such employee, officer or director, (iii) result in any forgiveness of indebtedness of any such employee, officer or director or trigger any funding obligation under any Company Benefit Plan, or (iv) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (within the meaning of Section 280G of the Code) that would reasonably be expected to, individually or in combination with any other than coverage mandated such payment, constitute an “excess parachute payment” (within the meaning of Section 280G(b)(1) of the Code). The Company maintains no obligations to gross-up or reimburse any individual for any Tax or related interest or penalties incurred by Applicable Law)such individual, including under Sections 409A or 4999 of the Code or otherwise. (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-upis a party to, indemnify or otherwise reimburse bound by, any Person for collective bargaining agreement or other labor contract and there are no labor unions representing any Tax incurred employees employed by such Person under Section 409A the Company or 4999 any of the Code. (h) With respect its Subsidiaries. Except as would not reasonably be expected to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had, individually or in the aggregate, have a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan since February 19, 2015, there has been so approved or timely submitted for approval; no such approval has been revoked (nornot occurred and, to the knowledge Knowledge of the Company, has revocation been there is not threatened, (i) and no event has occurred since any strike, slowdown, picketing, or work stoppage by, or lockout of, or to the date Knowledge of the most recent approval or application therefor that is reasonably likely to affect Company, union organizing campaign with respect to, any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets employees of the Company or any of its Subsidiaries, (ii) any proceeding or suit against the Company or any of its Subsidiaries relating to the alleged violation of any Laws pertaining to labor relations or employment matters, including any charge or complaint filed by reason an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Authority, or (iii) any application for certification of such Non-U.S. Plan; a collective bargaining agent seeking to represent any employees of the Company or any of its Subsidiaries. (h) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries is in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, applicant and employee background checking, immigration, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, worker classification, withholding of Taxes, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and unemployment insurance and related matters. (ivi) This Section 4.9 contains the financial statements sole and exclusive representations and warranties of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesthe Company with respect to employee benefits and labor laws.

Employees and Employee Benefit Plans. (a) Section 4.17(a) The Company Disclosure Schedules includes a list of the names, job titles and current annual salary or wage rates of all of the employees of the Company and any Subsidiary, together with a summary of all bonus, incentive compensation or other additional compensation or similar benefits paid to such person for 2001 and paid to date or hereafter payable for 2002. No bonuses, incentive compensation or other similar compensation is or will become payable to any employee of the Company or its Subsidiaries for services performed (whether prior to or after the date hereof) based on the results of operations of the Company during calendar year 2002 or otherwise, and no targets have been set, pursuant to any employment agreement or arrangement or otherwise, which if met during calendar year 2002 or thereafter would entitle an employee of the Company or its Subsidiaries to any bonus, incentive compensation or other additional compensation or similar benefit for services performed (whether prior to or after the date hereof). (b) Except as set forth in the Company Disclosure Schedule, neither the Company nor any Subsidiary (i) retains the services of any individuals performing services in the capacity of independent contractors, or (ii) has entered into an agreement with a third-party organization under which employees of such third party organization perform services for the Company. (c) The Company Disclosure Schedule sets forth contains a true correct and complete list as of the date of this Agreement of identifying each material Company Employee Plan and each Company Employee Plan that is subject to ERISAPlan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy Copies of such plan plans (or a descriptionand, if such plan is not writtenapplicable, related trust or funding agreements or insurance policies) and all amendments thereto and material written interpretations thereof, thereof have been furnished to Parent together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Serviceannual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (vForm 990) the most recently prepared actuarial reports and financial statements in connection with each any such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from plan or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yeartrust. (bd) Neither the Company nor any of its ERISA Affiliates (Affiliate nor any predecessor of any such entity) thereof sponsors, maintains, administers maintains or contributes to (to, or has any obligation to contribute to), or has, during in the last six years, past sponsored, maintained, administered maintained or contributed to (or had any obligation to contribute to), any plan Employee Plan subject to Title IV of ERISA. (e) Neither the Company nor any ERISA Affiliate nor any predecessor thereof contributes to, including or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA. (cf) Except as Neither the Company nor any ERISA Affiliate nor any predecessor thereof sponsors, maintains or contributes to or has not had, individually or in the aggregatepast sponsored, a Company Material Adverse Effectmaintained or contributed to, each Company any Employee Plan that which is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creationCode. (dg) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of disclosed on the Company or any of its SubsidiariesDisclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, not (either alone or together with any other event: (i) entitle any such individual employee or independent contractor of the Company or any of its Subsidiaries to any payment retirement, severance or benefit, including any bonus, retention, severance, retirement bonus pay or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other material obligation underpursuant to, any Company Employee Plan. There is no contract, plan or arrangement (iiiwritten or otherwise) contractually limit covering any employee or restrict the right former employee of the Company or any of its Subsidiaries orthat, after individually or collectively, would entitle any employee or former employee to any severance or other payment solely as a result of the Closingtransactions contemplated hereby, Parent or could give rise to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in amount that would not be deductible pursuant to the terms of Section 280G(b)(1280G or 162(m) of the Code). (fh) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or in respect of post-retirement medicalhealth, dentalmedical or life insurance benefits for retired, disabilityformer or current employees of the Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (i) There has been no amendment to, hospitalization, life written interpretation or similar benefits announcement (whether insured or self-insurednot written) to any director, officer, or employee (including any former director, officer, or employee) of by the Company or any of its Subsidiaries (other than Affiliates relating to, or change in employee participation or coverage mandated by Applicable Law)under, an Employee Plan which would increase materially the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 2001. (gj) Neither the Company nor any of its Subsidiaries has is a party to or subject to, or is currently negotiating in connection with entering into, any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax collective bargaining agreement or other status), such Non-U.S. Plan has been so approved contract or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval understanding with a labor union or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesorganization.

Employees and Employee Benefit Plans. (a) Section 4.17(a) 18.1 Paragraph 18.1 of Schedule 1 of the Company Disclosure Schedule Letter sets forth out a true and complete list as of the date of this Agreement of each material Company Employee Plan and each Plan, other than employment agreements, consulting agreements or offer letters that: (a) do not materially deviate from the applicable sample employment or consulting agreements or offer letters which have been made available to the Purchaser; or (b) relate to an employee or independent contractor of the Company Employee Plan that is subject to ERISA. or any of its Subsidiaries whose base salary or annual consulting fee does not exceed £200,000; or (c) do not provide any severance, termination pay or notice period in excess of 180 days or such longer period as may be required by Applicable Laws. 18.2 For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAPlan, the Company has made available to Parent the Purchaser, to the extent the following documents exist: (a) a copy of such plan (or a description, if such plan is not written) and all amendments thereto thereto; (b) the most recent annual report and material written interpretations thereof, together with a copy of accompanying schedules; (if applicablec) (i) each trust, insurance or other funding arrangement, (ii) each the most recent summary plan description and summary any summaries of material modifications, modifications relating to such plan; (iii) the most recently filed Internal Revenue Service Forms 5500, (ivd) the most recent favorable determination or opinion letter received from the U.S. Internal Revenue Service, Service (v“IRS”) regarding the tax-qualified status of such plan; (e) the most recently prepared actuarial reports and financial statements in connection recent written results of all required compliance testing; and (f) copies of any material correspondence with each such Company Employee Planthe IRS, and (vi) all documents and correspondence relating thereto received from or provided to the U.S. Department of Labor, the PBGC, the Internal Revenue Service Labor or any other Governmental Authority during the past yearAuthority, each as applicable. (b) Neither 18.3 During the prior six years, neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. 18.4 Neither the Company nor any of its Subsidiaries have during the prior six years been the employer, participated in or been an “associate” of or “connected” with an “employer” (cwithin the meaning of the UK Pensions Act 2004) of an “occupational pension scheme” which is not a “money purchase scheme” (as such terms are defined in the UK Pension Schemes Act 1993). 18.5 Except as has would not had, individually or in the aggregate, a Company Material Adverse Effectbe material, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable favourable determination letter or may rely on a favourable opinion letter from the Internal Revenue Service or has applied to the US Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge Knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under adversely affect the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each trust created under qualified status of any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creationPlan. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each 18.6 Each Company Employee Plan has been maintained in all material respects in compliance with its terms and all Applicable Law, including ERISA and ERISA, the Code, and (ii) each any applicable provisions of the UK Pensions Act 2008. 18.7 No Company Employee Plan is fully funded became an employee of the Company or any of its Subsidiaries pursuant to a relevant transfer for the purposes of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or 1981 who prior to such transfer participated in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. a defined benefit pension that provided or offered early retirement benefits. 18.8 Except as has not hadhad and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim Proceeding (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledgeKnowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the US Internal Revenue Service, the US Department of Labor Labour, the PBGC, the UK Pensions Ombudsman or the PBGCUK Pensions Regulator. (e) 18.9 Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, employee or employee (including each former director, officer, or employee) independent contractor of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement Transaction will not, either alone or together with any other event: : (ia) entitle any such individual to any payment or benefit, including any bonus, retention, severance, severance or retirement or job security payment or benefit, ; (iib) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate under any Company Employee Plan or Company Equity Plan; or (ivc) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)) under any Company Employee Plan, Company Equity Plan or individual contract or agreement, and excluding any contract, agreement, or plan that is entered into by the Purchaser, the surviving corporation or any of their Affiliates. (f) 18.10 Neither the Company nor any of its Subsidiaries has any current is a party to or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) subject to any director, officer, or employee (including any former director, officer, or employee) of the Company collective bargaining agreement or any of its Subsidiaries other similar written agreement with any labour organisation, labour or trade union, works council, staff association or other employee representative (other than coverage mandated by Applicable Lawa “Labour Agreement”). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except 18.11 Except as has not hadhad and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (, as of the date of this Agreement, there is no labour strike, slowdown, stoppage, picketing, interruption of work or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norlockout pending or, to the knowledge of the Company’s Knowledge, has revocation been threatened) and no event has occurred since the date of the most recent approval threatened in writing against or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of affecting the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesSubsidiaries.

Employees and Employee Benefit Plans. (a) Section 4.17(a3.13(a) of the Company Disclosure Schedule sets forth contains a true and complete list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to ERISABenefit Plan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the The Company has made available to Parent a copy copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustmaterial Company Benefit Plan (or, insurance or other funding arrangementwith respect to any unwritten material Company Benefit Plan, a written description of the material terms thereof) and (ii) each summary plan description and summary of material modificationsto the extent applicable, (iii) the most recently filed Internal Revenue Service Forms 5500, (ivA) the most recent favorable determination or opinion letter from the Internal Revenue Serviceannual report on Form 5500 filed and all schedules thereto filed with respect to such Company Benefit Plan, (vB) each current trust agreement, insurance contract or policy, group annuity contract and any other funding arrangement relating to such Company Benefit Plan, (C) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Planrecent Internal Revenue Service opinion or favorable determination letter, and (viD) all documents and correspondence relating thereto received from or provided the most recent summary plan description, if any, required under ERISA with respect to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yearsuch Company Benefit Plan. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has would not had, individually or in the aggregate, constitute a Company Material Adverse Effect, (i) each Company Employee Benefit Plan has been maintained in compliance with its terms and with the requirements of applicable Law, (ii) all employer contributions, premiums and expenses to or in respect of each Company Benefit Plan have been paid in full or, to the extent not yet due, have been adequately accrued on the applicable financial statements of the Company included in the Company SEC Documents in accordance with GAAP, and (iii) each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a favorable determination or opinion letter from the Internal Revenue Service or has applied to may rely on a favorable opinion letter issued by the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Service. (c) Except as has would not had, individually or in the aggregate, constitute a Company Material Adverse Effect, each trust created under any such no Company Employee Benefit Plan is exempt from tax under subject to Title IV of ERISA or Section 501(a) 412 of the Code and Code, and, during the immediately preceding six (6) years, none of the Company, its Subsidiaries or any of their respective ERISA Affiliates has contributed to, or been so exempt since its creationrequired to contribute to, a plan subject to Title IV of ERISA or Section 412 of the Code. (d) Except as has would not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, constitute a Company Material Adverse Effect, no claim (other than routine claims for benefits)Company Benefit Plan provides health insurance, action, suit, investigation life insurance or proceeding (including an audit) is pending against death benefits to current or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) employees of the Company or any of its SubsidiariesSubsidiaries beyond their retirement or other termination of service, other than as required by Section 4980B of the Code or other applicable Law. (e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will not, either (alone or together in combination with any other event: ) (i) entitle any such individual officer, director or employee of the Company or any of its Subsidiaries to any payment severance or benefit, including any bonus, retention, severance, retirement or job security payment or benefittermination pay pursuant to a Company Benefit Plan, (ii) accelerate the time of payment or vesting vesting, result in any forgiveness of indebtedness or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation underpursuant to, any Company Employee Plan, Benefit Plan or (iii) contractually limit result in any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any officer, director or restrict the right employee of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Subsidiaries. (f) Neither the Company nor any of its Subsidiaries (i) has agreed to recognize any labor union, works council or labor organization, nor has any current labor union, works council or projected liability for, and no Company Employee Plan provides or promises, labor organization been certified as the exclusive bargaining representative of any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) employees of the Company or any of its Subsidiaries Subsidiaries, (other than coverage mandated by Applicable Law). (gii) Neither the Company nor any of its Subsidiaries has any obligation is a party to gross-up, indemnify or otherwise reimburse bound by, or currently negotiating, any Person for any Tax incurred by such Person under Section 409A collective bargaining agreement or 4999 other Contract with a labor union, works council or labor organization or (iii) as of the Code. (h) With respect date hereof is the subject of any material proceeding seeking to compel it to bargain with any Company Employee Plan for labor union, works council or labor organization, nor, to the benefit of Company employees or dependents thereof who perform services or who are employed outside Knowledge of the United States (a “Non-U.S. Plan”)Company, except is any such proceeding threatened. Except as has would not had, individually or in the aggregate, constitute a Company Material Adverse Effect: (i) if required to have been approved by , the Company and its Subsidiaries are in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, withholding of Taxes, worker classification, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and unemployment insurance and related matters. The consent or consultation of, or the rendering of formal advice by, any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax labor union, works council or other status), labor organization is not required by applicable Law or any agreement with such Non-U.S. Plan has been so approved employee representative body for the Company to enter into this Agreement or timely submitted for approval; no such approval has been revoked (nor, to the knowledge consummate any of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiestransactions contemplated hereby.

Employees and Employee Benefit Plans. (a) Section 4.17(a) The Company has provided to Parent a list providing, separately by location, the names, job titles and current annual salary or wage rates of all of the directors, officers and senior-most store employees of the Company Disclosure or any of its Subsidiaries, together with a summary of all bonus, incentive compensation or other additional compensation or similar benefits paid to such person for 2005 and paid to date for 2006. (b) Except as set forth on Schedule sets forth 4.17, neither the Company nor any of its Subsidiaries (i) retains the services of any individuals performing services in the capacity of independent contractors, or (ii) has entered into an agreement with a true third-party organization under which employees of such third party organization perform services for the Company. (c) Schedule 4.17 contains a correct and complete list as of the date of this Agreement identifying each Employee Plan. Copies of each material Company Employee Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan (or a descriptionand, if such plan is not writtenapplicable, related trust or funding agreements or insurance policies) and all amendments thereto and material written interpretations thereofthereof have been furnished prior to the date of this Agreement to Parent together with, together with a copy of (if applicableexcept as disclosed on Schedule 4.17(f) (i) each trusthereof, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Serviceannual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (vForm 990) the most recently prepared actuarial reports and financial statements in connection with each any such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from plan or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yeartrust. (bd) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) Affiliate sponsors, maintains, administers maintains or contributes to (to, or has any obligation to contribute to), or has, during in the last six years, year period ending on the date of this Agreement sponsored, maintained, administered maintained or contributed to (or had any obligation to contribute to), any plan “employee benefit plan” (within the meaning of Section 3(3) of ERISA) which is subject to Title IV of ERISA. (e) Neither the Company nor any ERISA Affiliate contributes to, including or has in the six year period ending on the date of this Agreement contributed to, any multiemployer plan, as defined in Section 3(37) of ERISAERISA (a “Multiemployer Plan”). (cf) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each Company Each Employee Plan that which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or opinion letter has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service or has applied Service, and the Company is not aware of any reason why any such determination letter should be revoked. The Company has, prior to the date of this Agreement, made available to Parent copies of the most recent Internal Revenue Service for determination letters with respect to each such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigationEmployee Plan. Except as has not had, individually or in the aggregate, a Company Material Adverse Effectdisclosed on Schedule 4.17(f) hereof, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in material compliance with its terms and with the requirements prescribed by any and all Applicable Lawstatutes, orders, rules and regulations, including but not limited to ERISA and the Code, and (ii) each Company which are applicable to such Employee Plan. No material events have occurred with respect to any Employee Plan is fully funded that could result in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not hadpayment or assessment by or against the Company of any material excise taxes under Sections 4972, individually 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or in 5000 of the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGCCode. (eg) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officerdisclosed on Schedule 4.17(g), or employee (including each former director, officer, or employee) as may result from the operation of the Company or any of its SubsidiariesSection 2.6, the consummation of the transactions contemplated by this Agreement will not, not (either alone or together with any other event: (i) entitle any such individual employee or independent contractor of the Company or any of its Subsidiaries to any payment retirement, severance or benefit, including any bonus, retention, severance, retirement bonus pay or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other material obligation underpursuant to, any Company Employee Plan. Except as disclosed on Schedule 4.17(g), giving full effect to Section 2.6 hereof, there is no contract, plan or arrangement (iiiwritten or otherwise) contractually limit covering any employee or restrict the right former employee of the Company or any of its Subsidiaries orthat, after individually or collectively, would entitle any employee or former employee to any severance or other payment solely as a result of the Closingtransactions contemplated hereby, Parent or could give rise to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in amount that would not be deductible pursuant to the terms of Section 280G(b)(1280G or 162(m) of the Code). (fh) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or in respect of post-retirement medicalhealth, dentalmedical or life insurance benefits for retired, disability, hospitalization, life former or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) current employees of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law)except as required to avoid excise tax under Section 4980B of the Code. (gi) There has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any of its Affiliates relating to, or change in employee participation or coverage under, an Employee Plan which would increase materially the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended April 24, 2005. (j) Neither the Company nor any of its Subsidiaries has is a party to or subject to, or is currently negotiating in connection with entering into, any obligation to gross-up, indemnify collective bargaining agreement or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A other contract or 4999 of the Codeunderstanding with a labor union or organization. (hk) With respect All contributions and payments accrued under each Employee Plan have been discharged and paid on or prior to the date hereof except to the extent reflected as a liability on the Company Balance Sheet, as it may be updated in any Company Employee Plan for the benefit of Company employees SEC Documents. (l) There is no action, suit, investigation, audit or dependents thereof who perform services proceeding pending against or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norinvolving or, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval threatened against or application therefor that is reasonably likely to affect involving, any such approval Employee Plan before any court or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company arbitrator or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesstate, federal or local governmental body, agency or official.

Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Company Disclosure Schedule sets forth contains a true correct and complete list as of the date of this Agreement of identifying each material Company Employee Plan and each Company Employee specifies whether such plan is a US Plan that is subject to ERISAor an International Plan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAPlan, the Company has made available provided to Parent a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereofand, together with a copy of (if applicable) as applicable (i) each trustall trust agreements, insurance contracts or other funding arrangementarrangements and amendments thereto, (ii) each the current prospectus or summary plan description and summary all summaries of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue ServiceIRS, (iv) the most recently filed annual return/report (Form 5500) and accompanying schedules and attachments thereto, (v) the most recently prepared actuarial reports report and financial statements in connection with each such Company Employee Plan, and (vi) all if such plan is an International Plan, documents that are substantially comparable (taking into account differences in Applicable Law and correspondence relating thereto received from or provided practices) to the Department documents required to be provided in clauses (i) through (v). The Company’s failure to provide to Parent any of Laborthe documents referenced in the preceding sentence as the date hereof would not, individually or in the PBGCaggregate, result in a Company Material Adverse Effect, and the Internal Revenue Service or any other Governmental Authority during Company will provide such documents to Parent not later than ten Business Days after the past yeardate hereof. (b) As of the date hereof, no Key Employee has provided written notice to any executive officer of the Company that he or she presently intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within one year after the Effective Time. (c) With respect to any Employee Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code, no non-exempt prohibited transaction has occurred that has caused or would reasonably be expected to cause the Company or any of its Subsidiaries to incur any material liability under ERISA or the Code. Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during has in the last past six years, years sponsored, maintained, administered or contributed to (or had any obligation to contribute to), or has or is reasonably expected to have any direct or indirect liability with respect to, any plan that is (i) subject to Title IV of ERISA, including any ERISA or (ii) a “multiemployer plan, ” (as defined in Section 3(37) of ERISA). (cd) Except as Each Employee Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A or 457A of the Code has been timely amended (if applicable) to comply and has been operated in material compliance with, and the Company and its Subsidiaries have materially complied in practice and operation with, all applicable requirements of Section 409A and 457A of the Code, and no amounts currently deferred or to be deferred under any such plan would be not haddeterminable when otherwise includible in income under Section 457A of the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, individually indemnify or in otherwise reimburse any current or former Service Provider for any Tax incurred by such Service Provider, including under Section 409A, 457A or 4999 of the aggregate, a Company Material Adverse Effect, each Company Code. (e) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter letter, or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired andIRS, to the knowledge of the Company, and no circumstances exist that would reasonably be expected to result in any such determination or opinion letter being revoked or not being reissued or a penalty under the Internal Revenue Service IRS Closing Agreement Program if discovered during an Internal Revenue Service IRS audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each Each trust created under any such Company Employee Plan is exempt from tax Tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as . Each Employee Plan has been maintained in compliance with its terms and with the requirements of Applicable Law, including ERISA and the Code, except for failures to comply or violations that have not hadhad and would not reasonably be expected have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company . No events have occurred with respect to any Employee Plan has been maintained that could result in compliance with its terms and all Applicable Law, including payment or assessment by or against the Company of any material excise taxes under ERISA and or the Code, and . (iif) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not hadwould not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, no claim (other than routine claims all contributions, premiums and payments that are due have been made for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company each Employee Plan before any Governmental Authority, including within the Internal Revenue Service, time periods prescribed by the Department terms of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to such plan and Applicable Law, with respect and all contributions, premiums and payments for any period ending at or prior to each directorthe Effective Time that are not due are properly accrued to the extent required to be accrued under applicable accounting principles. There has been no amendment to, officer, written interpretation of or employee announcement (including each former director, officer, whether or employeenot written) of by the Company or any of its SubsidiariesSubsidiaries relating to, or change in employee participation or coverage under, any Employee Plan that would materially increase the expense of maintaining such plan above the level of expense incurred in respect thereof for the most recently completed fiscal year. (g) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will not, (either alone or together with any other event: ) will (i) entitle any such individual current or former Service Provider to any material payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) materially enhance any benefits or accelerate the time of payment or vesting or trigger any payment or of funding (through a grantor trust or otherwise) of compensation or benefits under, or materially increase the amount payable or trigger any other obligation under, any Company Employee PlanPlan or otherwise, or (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent Parent, to merge, amend or terminate any Company Employee Plan Plan. There is no contract, plan or arrangement (ivwritten or otherwise) result in covering any current or former Service Provider that, individually or collectively, could give rise to the payment of any “excess parachute payment” (as defined in amount that would not be deductible due to the application of Section 280G(b)(1280G or 162(m) of the Code). (fh) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, hospitalization or life or similar benefits (whether insured or self-insured) to any director, officer, current or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries Service Provider (other than coverage mandated by Applicable Law, including the Consolidated Omnibus Budget Reconciliation Act of 1985 (or COBRA)). (gi) Neither There is no action, suit, investigation, audit, proceeding or claim (other than routine claims for benefits) pending against or involving, or, to the Company nor Company’s knowledge, threatened against or involving any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for before any arbitrator or any Governmental Authority, including the benefit IRS or the Department of Company employees Labor that, if determined or dependents thereof who perform services or who are employed outside of resolved adversely in accordance with the United States (a “Non-U.S. Plan”)plaintiff’s demands, except as has not hadwould reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: . The Company and its Subsidiaries are, and have been since January 1, 2011, in compliance with all Applicable Laws with respect to labor relations, employment and employment practices, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (j) Each International Plan (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved maintained in compliance with its terms and Applicable Law, except for failures to comply or timely submitted for approval; no such approval has been revoked (norviolations that have not had and would not reasonably be expected to have, to individually or in the knowledge of the Companyaggregate, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; a Company Material Adverse Effect, (ii) if intended to be funded and/or book reservedqualify for special tax treatment, meets in all material respects all the requirements for such Non-U.S. Plan is fully funded and/or book reservedtreatment, as appropriate, based upon reasonable actuarial assumptions; and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. To the Company’s knowledge as of the date of this Agreement, the consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to consummate any of the transactions contemplated hereby. (k) Neither the Company nor any of its Subsidiaries is or has been party to or subject to, or is currently negotiating in connection with entering into, any Collective Bargaining Agreement. There has not been any organizational campaign, petition or other unionization activity seeking recognition of a collective bargaining unit relating to any Service Provider. There are currently no, and since January 1, 2011 there have not been any, labor strikes, slowdowns, stoppages, picketings, interruptions of work or lockouts pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries. There are no material liability exists or reasonably could be imposed upon unfair labor practice complaints pending or, to the assets of Company’s knowledge, threatened against the Company or any of its Subsidiaries by reason before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving Service Providers. (l) The Company and each of such Non-U.S. Plan; its Subsidiaries is, and (iv) has been since January 1, 2011, in material compliance with WARN and has no material liabilities or other obligations thereunder. Neither the financial statements Company nor any of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesits Subsidiaries has taken any action that would reasonably be expected to cause Parent or any of its Affiliates to have any material liability or other obligation following the Effective Time under WARN.

Employees and Employee Benefit Plans. (a) Section 4.17(a) 4.17 of the Company Disclosure Schedule sets forth contains a true correct and complete list identifying each material “ employee benefit plan, ” as defined in Section 3(3) of ERISA, each material employment contract, material severance contract or plan and each other material plan or agreement providing for compensation, bonuses, profit-sharing, equity compensation or other forms of incentive or deferred compensation, insurance (including any self-insured arrangements), health or medical benefits, post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any ERISA Affiliate and covers any current or former employee, director or other independent contractor of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability, other than a Multiemployer Plan or a Company International Plan. As soon as reasonably practicable after the date hereof, but in no event more than 60 days after the date hereof, copies of such plans and any material Company International Plan and Multiemployer Plan (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof will be furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust and the most recent Internal Revenue Service determination letter for any such plan, to the extent applicable. Such plans (disregarding all materiality qualifiers in this Section 4.17(a)), including Company International Plans but not any Multiemployer Plan, are referred to collectively herein as the “ Company Plans . ” (b) No Company Plan (for the avoidance of doubt, other than any Multiemployer Plan) that is subject to Title IV of ERISA (each, a “ Title IV Plan ”) has any unfunded liabilities as of the date of this Agreement of each material Agreement. The aggregate underfunded or unfunded, as applicable, liability for all Company Employee Plan and each Company Employee Plan Plans that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan are “ excess benefit plans ” (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(373(36) of ERISA) or that provide deferred compensation (including, for this purpose, any analogous Company International Plans), computed using the actuarial assumptions used for the purposes of determining any liability under such Company Plan for purposes of the Company SEC Documents, is not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as has would not hadreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its ERISA Affiliates has incurred any liability on account of a “ complete withdrawal ” or a “ partial withdrawal ” (within the meaning of Sections 4203 and 4205 of ERISA, respectively) from any “ multiemployer plan ” as defined in Section 3(37) of ERISA (a “ Multiemployer Plan ”) and, to the Company’s knowledge, no circumstances exist that would reasonably be expected to give rise to any such withdrawal (including as a result of the transactions contemplated by this Agreement). Neither the Company nor any of its ERISA Affiliates has received notice of any Multiemployer Plan’s (i) failure to satisfy the minimum funding requirements of Section 412 of the Code or application for or receipt of a waiver of such minimum funding requirements, (ii) “ endangered status ” or “ critical status ” (within the meaning of Section 432 of the Code) or (iii) insolvency, “ reorganization ” (within the meaning of Section 4241 of ERISA) or proposed or, to the Company’s knowledge, threatened termination. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions, surcharges and premium payments owed by the Company and its ERISA Affiliates with respect to each Multiemployer Plan have been paid when due. (d) Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from letter. Each Company Plan (for the Internal Revenue Service or avoidance of doubt, other than a Multiemployer Plan) has applied to been established and operated in compliance with its terms and with all Applicable Laws, including ERISA and the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has Code, except as would not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not hadhave, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employeedisclosed in Section 4.17(e) of the Company or any of its SubsidiariesDisclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, not (either alone or together with any other event: (i) entitle any such individual employee, director or other independent contractor of the Company or any of its Subsidiaries to any payment severance pay or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or increase the amount payable or trigger any other material obligation underpursuant to, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) . Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person current or former employee, director or other independent contractor of the Company or any of its Subsidiaries for any Tax incurred by such Person individual, including under Section 409A or 4999 of the Code. (hf) With Neither the Company nor any of its Subsidiaries has any liability in respect to any Company Employee Plan of post-retirement health, medical or life insurance benefits for the benefit of Company employees retired, former or dependents thereof who perform services current employees, directors or who are employed outside other independent contractors of the United States (a “Non-U.S. Plan”), Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (g) There has been no amendment to, written interpretation or announcement (whether or not hadwritten) by the Company or any of its Affiliates relating to, or change in participation or coverage under, a Company Plan which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: . (ih) if required to have been approved by any non-U.S. Governmental Authority (There is no action, suit, investigation, audit or permitted to have been approved to obtain any beneficial Tax proceeding pending against or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norinvolving or, to the knowledge of the Company, has revocation been threatenedthreatened against or involving, any Company Plan before any Governmental Authority, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) and no event has occurred since Except as would not reasonably be expected to have, individually or in the date of the most recent approval aggregate, a Company Material Adverse Effect, each Company Plan that covers former or application therefor that is reasonably likely to affect any such approval current employees, directors or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets other independent contractors of the Company or any of its Subsidiaries by reason who are located primarily outside of the United States (a “ Company International Plan ”) (i) if intended to qualify for special tax treatment, meets all the requirements for such Non-U.S. Plan; treatment, and (ivii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. From and after the financial statements Effective Time, Parent and its Subsidiaries will receive the full benefit of any funds, accruals and reserves under the Company International Plans. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Person has been treated as an independent contractor of the Company or any of its Subsidiaries for tax purposes, or for purposes of exclusion from any Company Plan, who should have been treated as an employee for such Nonpurposes. (k) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) none of the Company or any of its Subsidiaries has breached or otherwise failed to comply with the provisions of any Collective Bargaining Agreement and there are no grievances or arbitrations outstanding thereunder, and (ii) there are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-U.S. Plan check or, to the knowledge of the Company, other unionization activities seeking recognition of a bargaining unit at the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no unfair labor practice charges, grievances, pending arbitrations or other complaints or union representation questions before the National Labor Relations Board or other labor board of Governmental Authority that would reasonably be expected to affect the employees of the Company and its Subsidiaries. (if anyl) accurately reflect Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no current or, to the knowledge of the Company, threatened strikes, slowdowns or work stoppages, and no such Non-U.S. Plan’s liabilitiesstrike, slowdown or work stoppage has occurred within the three years preceding the date hereof.

Employees and Employee Benefit Plans. (a) Section 4.17(a) The Company has provided Parent with a complete and accurate list setting forth all employees, scientific advisors, and consultants of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof together with their titles or positions, dates of this Agreement hire, regular work location and current compensation. The Company does not have any employment contract with any officer or employee or any other consultant or Person which is not terminable by the Company at will without liability, except as the right of each material the Company Employee Plan and each Company Employee Plan that is subject to ERISAterminate its employees at will may be limited by applicable federal, state or foreign law. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAExcept as set forth in Section 4.12(a) of the Disclosure Schedule, the Company does not have any deferred compensation, pension, health, profit sharing, bonus, stock purchase, stock option, hospitalization, insurance, severance, workers’ compensation, supplemental unemployment benefits, vacation benefits, disability benefits, or any other employee pension benefit plan (as defined in the Employee Retirement Income Security Act of 1974 (“ERISA”) or otherwise) or welfare benefit plan or obligation covering any of its officers, directors, consultants or employees (“Employee Plans”). (b) The Company has made available to Parent a copy true, complete and correct copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustEmployee Plan (or, insurance or other funding arrangementin the case of any unwritten Employee Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 filed with the IRS with respect to each summary plan description and summary of material modificationsEmployee Plan (if any such report was required), (iii) the most recently filed Internal Revenue Service Forms 5500recent summary plan description for each Employee Plan for which such summary plan description is required, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, each trust agreement and group annuity contract relating to any Employee Plan and (v) all correspondence with the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from IRS or provided to the United States Department of LaborLabor relating to any outstanding controversy or audit. Each Employee Plan complies in all material respects with applicable Legal Requirements, including, without limitation, ERISA and the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISACode. (c) Except as Each Employee Plan has been maintained, funded, operated and administered in compliance in all material respects with all applicable laws and regulations, including but not hadlimited to, individually or in ERISA, the aggregateCode, a Company Material Adverse Effect, each Company and the Health Insurance Portability and Accountability Act of 1996. Each Employee Plan that is intended to be qualified under Section 401(a) of the Code and each trust forming a part thereof that is intended to be exempt from taxation under Section 501(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service IRS as to its qualification and tax-exempt status and nothing has occurred since the date of such determination letter that could adversely affect the qualification of such Employee Plan or the tax-exempt status of such related trust. No event has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired occurred and, to the knowledge of the Company, there currently exists no condition or set of circumstances exist that would in connection with which the Company could reasonably be expected to result in be subject to any such letter being revoked or not being reissued or a penalty material liability under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit terms of any Employee Plans, ERISA, the Code or investigationany other applicable law, including any liability under Title IV of ERISA. Except as has not had, individually Each Employee Plan can be amended or terminated in accordance with its terms and any applicable law without any material liability to the aggregate, a Company Material Adverse Effect, each trust created under any other than for benefits accrued or incurred before such Company amendment or termination. No Employee Plan is exempt from tax under a plan subject to Title IV of ERISA. No Employee Plan is a “multiemployer plan” as defined in Section 501(a3(37) of the ERISA and 414(f) of the Code, nor a “multiple employer plan” as described in Section 4063(a) of ERISA and 413 of the Code, and neither the Company nor any Person which, together with the Company, would be treated as a single employer under Section 4001 of ERISA or Section 414 of the Code and has been so exempt since its creationever contributed or had an obligation to contribute to any such plans. (d) Except as has not had, individually or set forth in Section 4.12(d) of the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse EffectDisclosure Schedule, no claim (director, officer, consultant or other than routine claims for benefits)employee of the Company will become entitled to any retirement, action, suit, investigation severance or proceeding similar benefit or enhanced or accelerated benefit (including an audit) is pending against any acceleration of vesting or involves or, lapse of repurchase rights or obligations with respect to any employee stock option or other benefit under any stock option plan or compensation plan or arrangement of the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including ) solely as a result of the Internal Revenue Service, the Department of Labor or the PBGCtransactions contemplated hereby. (e) Except as No Employee Plan provides post-retirement health and medical, life or other insurance benefits for retired employees of the Company (other than benefit coverage mandated by applicable statute, including benefits provided under this Agreement or pursuant to Applicable Lawthe Consolidated Omnibus Budget Reconciliation Act of 1985, with respect as codified in Code section 4980B and ERISA sections 601 et seq., as amended from time to each directortime (“COBRA”)). (f) There has been no amendment to, officer, written interpretation or employee announcement (including each former director, officer, whether or employeenot written) of by the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits underaffiliates relating to, or increase the amount payable change in employee participation or trigger any other obligation coverage under, any Company Employee Plan, (iii) contractually limit or restrict Plan that would increase materially the right expense of maintaining such Employee Plan above the level of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result expense incurred in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan thereof for the benefit of Company employees or dependents thereof who perform services or who are employed outside of 12 months ended on the United States (a “Non-U.S. Plan”), except as has not had, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesBalance Sheet Date.

Employees and Employee Benefit Plans. (a) Section 4.17(a5.15(a) of the Company Parent Disclosure Schedule sets forth contains a true correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment contract, material severance contract or plan and each other material plan or agreement providing for compensation, bonuses, profit-sharing, equity compensation or other forms of incentive or deferred compensation, insurance (including any self-insured arrangements), health or medical benefits, post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by Parent or any ERISA Affiliate and covers any current or former employee, director or other independent contractor of Parent or any of its Subsidiaries, or with respect to which Parent or any of its Subsidiaries has any liability, other than a Multiemployer Plan. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to the Company together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust and the most recent Internal Revenue Service determination letter for any such plan, to the extent applicable. Such plans (disregarding all materiality qualifiers in this Section 5.15(a)), excluding any Multiemployer Plan, are referred to collectively herein as the “Parent Plans.” (b) No Parent Plan (for the avoidance of doubt, other than any Multiemployer Plan) that is subject to Title IV of ERISA has any unfunded liabilities as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan Agreement. The aggregate underfunded or unfunded, as applicable, liability for all Parent Plans that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan are “excess benefit plans” (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(373(36) of ERISA. (c) Except as has or that provide deferred compensation, computed using the actuarial assumptions used for the purposes of determining any liability under such Parent Plan for purposes of the Parent SEC Documents, is not hadreasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its ERISA Affiliates has incurred any liability on account of a “complete withdrawal” or a “partial withdrawal” (within the meaning of Sections 4203 and 4205 of ERISA, respectively) from any Multiemployer Plan and, to Parent’s knowledge, no circumstances exist that would reasonably be expected to give rise to any such withdrawal (including as a result of the transactions contemplated by this Agreement). Neither Parent nor any of its ERISA Affiliates has received notice of any Multiemployer Plan’s (i) failure to satisfy the minimum funding requirements of Section 412 of the Code or application for or receipt of a waiver of such minimum funding re- quirements, (ii) “endangered status” or “critical status” (within the meaning of Section 432 of the Code) or (iii) insolvency, “reorganization” (within the meaning of Section 4241 of ERISA) or proposed or, to Parent’s knowledge, threatened termination. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all contributions, surcharges and premium payments owed by Parent and its ERISA Affiliates with respect to each Company Employee Multiemployer Plan have been paid when due. (d) Each Parent Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from letter. Each Parent Plan (for the Internal Revenue Service or avoidance of doubt, other than a Multiemployer Plan) has applied to been established and operated in compliance with its terms and with all Applicable Laws, including ERISA and the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has Code, except as would not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not hadhave, individually or in the aggregate, a Company Parent Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the The consummation of the transactions contemplated by this Agreement will not, not (either alone or together with any other event: (i) entitle any such individual employee, director or other independent contractor of Parent or any of its Subsidiaries to any payment severance pay or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or increase the amount payable or trigger any other material obligation underpursuant to, any Company Employee Parent Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, . Neither Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person current or former employee, director or other independent contractor of Parent or any of its Subsidiaries for any Tax incurred by such Person individual, including under Section 409A or 4999 of the Code. (hf) With Neither Parent nor any of its Subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees, directors or other independent contractors of Parent or its Subsidiaries except as required to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside avoid excise tax under Section 4980B of the United States Code. (g) There has been no amendment to, written interpretation or announcement (whether or not written) by Parent or any of its Affiliates relating to, or change in participation or coverage under, a “Non-U.S. Plan”), except as has not hadParent Plan which would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect: . (ih) if required to have been approved by any non-U.S. Governmental Authority (There is no action, suit, investigation, audit or permitted to have been approved to obtain any beneficial Tax proceeding pending against or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norinvolving or, to the knowledge of Parent, threatened against or involving, any Parent Plan before any Governmental Authority, except as would not reasonably be expected to have, individually or in the Companyaggregate, a Parent Material Adverse Effect. (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, no Person has revocation been threatened) and no event has occurred since the date treated as an independent contractor of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company Parent or any of its Subsidiaries by reason for tax purposes, or for purposes of exclusion from any Parent Plan, who should have been treated as an employee for such Non-U.S. Plan; purposes. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) none of Parent or any of its Subsidiaries has breached or otherwise failed to comply with the provisions of any Collective Bargaining Agreement and there are no grievances or arbitrations outstanding thereunder, and (ivii) there are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-check or, to the financial statements knowledge of Parent, other unionization activities seeking recognition of a bargaining unit at Parent or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no unfair labor practice charges, grievances, pending arbitrations or other complaints or union representation questions before the National Labor Relations Board or other labor board of Governmental Authority that would reasonably be expected to affect the employees of Parent and its Subsidiaries. (k) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no current or, to the knowledge of Parent, threatened strikes, slowdowns or work stoppages, and no such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesstrike, slowdown or work stoppage has occurred within the three years preceding the date hereof.

Employees and Employee Benefit Plans. (a) Section 4.17(a3.13(a) of the Company Disclosure Schedule sets forth contains a true and complete list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to ERISABenefit Plan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the The Company has made available to Parent a copy copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustmaterial Company Benefit Plan (or, insurance or other funding arrangementwith respect to any unwritten material Company Benefit Plan, a written description thereof) and (ii) each summary plan description and summary of material modificationsto the extent applicable, (iii) the most recently filed Internal Revenue Service Forms 5500, (ivA) the most recent annual report on Form 5500 filed and all schedules thereto filed with respect to such Company Benefit Plan, (B) each current trust agreement, insurance contract or policy, group annuity contract and any other funding arrangement relating to such Company Benefit Plan, (C) a current Internal Revenue Service opinion or favorable determination or opinion letter from the Internal Revenue Serviceletter, and (vD) the most recently prepared actuarial reports and financial statements in connection recent summary plan description, if any, required under ERISA with each respect to such Company Employee Benefit Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has would not had, individually or in the aggregate, constitute a Company Material Adverse Effect, (i) each Company Employee Benefit Plan has been maintained in compliance with its terms and with the requirements of applicable Law, (ii) all employer contributions, premiums and expenses to or in respect of each Company Benefit Plan have been paid in full or, to the extent not yet due, have been adequately accrued on the applicable financial statements of the Company included in the Company SEC Documents in accordance with GAAP, and (iii) each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a favorable determination or opinion letter from the Internal Revenue Service or has applied to may rely on a favorable opinion letter issued by the Internal Revenue Service for such a letter within Service. (c) No Company Benefit Plan is subject to Title IV of ERISA or Section 412 of the applicable remedial amendment period or such period has not expired Code, and, to during the knowledge immediately preceding six (6) years, none of the Company, no circumstances exist that would reasonably be expected its Subsidiaries or any of their respective ERISA Affiliates has contributed to, or been required to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had, individually or in the aggregatecontribute to, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under plan subject to Title IV of ERISA or Section 501(a) 412 of the Code and has been so exempt since its creationCode. (d) Except as has not hadNo Company Benefit Plan provides health insurance, individually life insurance or in death benefits to current or former employees of the aggregateCompany or any of its Subsidiaries beyond their retirement or other termination of service, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation as required by Section 4980B of the Code or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGCother applicable Law. (e) Except as expressly provided under this Agreement, neither the execution and delivery of this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, nor the consummation of the transactions contemplated by this Agreement will not, either (alone or together in combination with any other event: ) (i) entitle any such individual officer, director or employee of the Company or any of its Subsidiaries to any payment severance or benefit, including any bonus, retention, severance, retirement or job security payment or benefittermination pay pursuant to a Company Benefit Plan, (ii) accelerate the time of payment or vesting vesting, result in any forgiveness of indebtedness or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation underpursuant to, any Company Employee Plan, Benefit Plan or (iii) contractually limit result in any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any officer, director or restrict the right employee of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Subsidiaries. (f) Neither the Company nor any of its Subsidiaries (i) has agreed to recognize any labor union or labor organization, nor has any current labor union or projected liability for, and no Company Employee Plan provides or promises, labor organization been certified as the exclusive bargaining representative of any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) employees of the Company or any of its Subsidiaries Subsidiaries, (other than coverage mandated by Applicable Law). (gii) Neither the Company nor any of its Subsidiaries has any obligation is a party to gross-up, indemnify or otherwise reimburse bound by, or currently negotiating, any Person for any Tax incurred by such Person under Section 409A collective bargaining agreement or 4999 other Contract with a labor union or labor organization or (iii) as of the Code. (h) With respect date hereof is the subject of any material proceeding seeking to compel it to bargain with any Company Employee Plan for labor union or labor organization, nor, to the benefit of Company employees or dependents thereof who perform services or who are employed outside Knowledge of the United States (a “Non-U.S. Plan”)Company, except is any such proceeding threatened. Except as has would not had, individually or in the aggregate, constitute a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of and its Subsidiaries by reason are in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of such Non-U.S. Plan; employment, workers’ compensation, occupational safety and (iv) the financial statements health requirements, plant closings, wages and hours, withholding of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesTaxes, worker classification, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and unemployment insurance and related matters.

Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Company Disclosure Schedule sets forth a true and complete list Each material Seller Benefit Plan in effect as of the date of this Agreement is set forth on Section 3.15(a)(i) of each material Company Employee Plan the Seller Disclosure Schedules, and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company Seller has made available to Parent a copy Purchaser correct and complete copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangementsuch Seller Benefit Plan, (ii) each summary plan description if applicable, the most recent actuarial report and summary of material modificationsfinancial statement for any such Seller Benefit Plan, and (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable received IRS determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with for each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from Seller Benefit Plan for which a determination or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yearopinion letter may be sought. (b) Neither the Company nor any of its ERISA Affiliates Each Seller Benefit Plan (nor any predecessor of any such entityand each related trust, insurance contract or fund) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, been maintained, funded and administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, in all material respects in accordance with its governing instruments and all applicable laws including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had, individually or in ERISA and the aggregate, a Company Material Adverse Effect, each Company Employee Code. Each Seller Benefit Plan that is intended to be qualified qualify under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, and each trust created under any such Company Employee Plan is exempt from tax intended to qualify under Section 501(a) of the Code is so qualified and has been so exempt since either received and is entitled to rely upon a favorable determination letter or opinion letter from the IRS with respect to such Seller Benefit Plan as to its creationqualified status under the Code, and, to the Knowledge of the Seller, nothing has occurred that could reasonably be expected to adversely affect such determination or opinion. (dc) Except as has not hadWith respect to each Seller Benefit Plan, individually or in none of the aggregatefollowing have occurred which may give rise to any Liability, a Company Material Adverse Effectfollowing the Closing, of Purchaser: (i) each Company Employee Plan a non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA, has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and occurred; (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not hadactions, individually suits or in claims pending, or, to the aggregateKnowledge of Seller, a Company Material Adverse Effect, no claim threatened or anticipated (other than routine claims for benefits), action, suit, investigation or proceeding ; and (iii) breach of fiduciary duty (including an auditviolations under Part 4 of Title I of ERISA). (d) Except as set forth in Section 3.15(d) of the Seller Disclosure Schedules, no Industrial Wood Employee employed in the United States participates in any Seller Benefit Plan that is pending against or involves or, to a “multiemployer plan” (within the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department meaning of Labor or the PBGCSection 3(37) of ERISA). (e) Except as provided under this Agreement or pursuant could not reasonably be expected to Applicable Lawresult in Liability, following the Closing, of Purchaser, with respect to each directorSeller Benefit Plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, officerduring the six year period preceding the date of this Agreement: (i) the Seller and its ERISA Affiliates have met the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) as set forth in Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA and no waiver of the minimum funding standards under Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA has been applied for or obtained; (ii) the Pension Benefit Guaranty Corporation (“PBGC”) has not instituted proceedings or, to the Knowledge of Seller, threatened to institute proceedings to terminate any such Seller Benefit Plan; (iii) to the Knowledge of Seller, no other event or condition has occurred that could reasonably be expected to constitute grounds under ERISA Section 4042 for the termination of, or employee the appointment of a trustee to administer, any such Seller Benefit Plan; and (including each former directoriv) none of the Seller or its ERISA Affiliates have incurred, officernor, or employeeto the Knowledge of Seller, are they reasonably expected to incur, any Liability to the PBGC with respect to any transaction described in ERISA Section 4069. (f) Except as set forth in Section 3.15(f) of the Company or any Seller Disclosure Schedules, the execution and delivery by Seller of its Subsidiariesthis Agreement and the other Transaction Documents, and the consummation of the Transaction and the transactions contemplated by this Agreement hereby and thereby, will not, either alone or together with any other event: (i) entitle any such individual to not result in any payment or benefit(whether of severance pay, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust bonus or otherwise) ), acceleration, forgiveness of compensation or benefits underindebtedness, vesting, distribution, or increase the amount payable in benefits with respect to any Industrial Wood Employee. Seller is not obligated to make, or trigger will as a result of any other obligation underevent connected directly or indirectly with any transaction contemplated herein become obligated to make, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) 280G of the Code). Code (fwithout regard to Section 280G(b)(4) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insuredthereof) with respect to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law)an Industrial Wood Employee. (g) Neither During the Company nor any two-year period immediately prior to the date of its Subsidiaries has any obligation to gross-upthis Agreement, indemnify there have been no material strikes or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 lockouts affecting employees of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”)Industrial Wood Business, except as has for strikes or lockouts the existence of which would not hadreasonably be expected to have, individually or in the aggregate, a Company an Industrial Wood Material Adverse Effect. Section 3.15(g) of the Seller Disclosure Schedules contains a complete list of all collective bargaining agreements binding employees of the Industrial Wood Business to which Seller or any Industrial Wood Subsidiary is a party including the dates of expiration. There is no unfair labor practice complaint currently pending or, to the Knowledge of Seller, threatened against Seller or any Industrial Wood Subsidiary before the National Labor Relations Board or any court, tribunal or other Governmental Entity. (h) Section 3.15(h)(i) of the Seller Disclosure Schedules contains the following complete and correct information for (1) all Industrial Wood Employees as of the date hereof, and (2) all independent contractors (including consultants) of and other non-employee service providers to Seller and each Industrial Wood Subsidiary who, as of the date hereof, provide services in connection with or in support of the Industrial Wood Business’s operations in the ordinary course consistent with past practice: (i) their respective titles as of the date hereof, (ii) current base salary or current hourly wage, (iii) 2016 compensation paid, (iv) the most recent bonus paid (if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other statusany), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatenedv) and no event has occurred since the date and amount of the most recent approval salary increase, (vi) the date of hire and date of assignment to the Industrial Wood Business, (vii) employment status (i.e., active or application therefor that on leave or disability; full-time or part-time), (viii) exempt or non-exempt designation, (ix) location of employment, (x) incentive compensation, (xi) amount of accrued vacation time and sick leave or other paid time off, (xii) any immigration requirements, such as visas required for employment and (xiii) current non-cash compensation (e.g., use of cars, property), as applicable. Except as set forth on Section 3.15(k)(ii) of the Seller Disclosure Schedules, (i) the employment or engagement of each Industrial Wood Employee and each director, officer, agent, and professional adviser of Seller and each Industrial Wood Subsidiary is reasonably likely at will and may be terminated without notice, cost or Liability to affect Seller or any such approval or increase Industrial Wood Subsidiary, except for amounts earned prior to the costs relating thereto; time of termination, (ii) if intended Seller and each Industrial Wood Subsidiary has paid in full to be funded and/or book reservedall of its Industrial Wood Employees all wages, salaries, commissions, bonuses and other compensation due to such Nonemployees as of the date hereof in accordance with Seller or the applicable Industrial Wood Subsidiary’s standard payroll practices and the terms of any applicable Seller Benefit Plan, including pro-U.S. Plan is fully funded and/or book reservedrata bonuses or incentives earned under any Seller Benefit Plan, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets as of the Company date hereof, except as set forth on Section 3.15(k)(iii) of the Seller Disclosure Schedules, to the Knowledge of Seller, no salaried Industrial Wood Employee has notified Seller or any of its Subsidiaries by reason Industrial Wood Subsidiary of such Non-U.S. Plan; Industrial Wood Employee’s intention to terminate his, her or their employment or relationship with Seller or such Industrial Wood Subsidiary within the next 180 days of the date of this Agreement, and (iv) to the financial statements Knowledge of Seller, there are no agreements between any Industrial Wood Employee and any other Person that would restrict, in any manner, such NonIndustrial Wood Employee’s ability to perform services for Seller, any Industrial Wood Subsidiary or Purchaser or the right of any of them to compete with any Person or the right of any of them to sell to or purchase from any other Person. (i) Except as set forth in Section 3.15(l) of the Seller Disclosure Schedules, Seller and the Industrial Wood Subsidiaries are, and at all times since January 1, 2014 have been, in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, and wages and hours. Seller and the Industrial Wood Subsidiaries are and at all times since January 1, 2014 have been, in compliance with their obligations and have not incurred any liability under the Worker Adjustment and Retraining Notification Act or any similar foreign, state or local Law, and all other notification and bargaining obligations arising under any applicable agreement, statute, or otherwise. (j) No Proceeding, dispute, grievance or controversy between Seller or any Industrial Wood Subsidiary, on the one hand, and any current or former Industrial Wood Employees, independent contractors or non-employee service providers, on the other hand, has occurred since January 1, 2014, or is currently pending or, to the Knowledge of Seller, threatened before any Governmental Entity. In addition, no Proceeding against Seller or any Industrial Wood Subsidiary related to the Industrial Wood Employees, independent contractors or non-employee service providers, including under any worker’s compensation policy or long-term disability policy (or comparable policies in the case of non-U.S. Plan Persons), has occurred since January 1, 2014, is currently pending or, to the Knowledge of Seller, threatened. (if anyk) accurately reflect such Non-U.S. Plan’s liabilitiesIn the 90 days prior to the date hereof, neither Seller nor any Industrial Wood Subsidiary has implemented any plant closing or layoff of employees that would reasonably be expected to require notification under the Worker Adjustment and Retraining Notification Act or any similar state, local or foreign Law.

Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Company Disclosure Schedule sets forth Letter contains a true correct and complete list as of the date of this Agreement of identifying each material Company Employee Plan and each specifies whether such plan is a US Company Employee Plan that is subject to ERISAor an International Company Employee Plan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAPlan, the Company has made available to Parent a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustif such plan is a US Company Employee Plan (as applicable), (A) all trust agreements, insurance contracts or other funding arrangementarrangements and amendments thereto, (iiB) each the current prospectus or summary plan description and summary all summaries of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (ivC) the most recent favorable determination or opinion letter from the Internal Revenue ServiceIRS, (vD) the most recently filed annual return/report (Form 5500) and accompanying schedules and attachments thereto and (E) the most recently prepared actuarial reports report and financial statements in connection with each and (ii) if such plan is an International Company Employee Plan, documents that are substantially comparable (taking into account differences in Applicable Law and (vipractices) all documents and correspondence relating thereto received from or provided to the Department of Labor, documents required to be provided in the PBGC, the Internal Revenue Service or any other Governmental Authority during the past yearforegoing clause (i). (b) No Key Employee has indicated in writing to the Company or any of its Subsidiaries that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within one year after the Closing Date. (c) Except as would not reasonably be expected to have, individually or in the aggregate, any material liability, with respect to any Company Employee Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code, no non-exempt prohibited transaction has occurred that has caused or would reasonably be expected to cause the Company or any of its Subsidiaries to incur any liability under ERISA or the Code. (d) No Company Employee Plan that is a Title IV Plan is in “at-risk status” (within the meaning of Section 303(i)(4) of ERISA) and, to the Knowledge of the Company, no condition exists that could reasonably be expected to constitute grounds for termination of any such Title IV Plan by the PBGC. Except as would not reasonably be expected to have, individually or in the aggregate, any material liability, since January 1, 2013, none of the following events has occurred in connection with any Company Employee Plan that is a Title IV Plan: (i) a “reportable event,” within the meaning of Section 4043 of ERISA, other than any such event for which the 30-day notice period has been waived by the PBGC, (ii) any event described in Section 4062 or 4063 of ERISA, or (iii) the receipt of any communication or inquiry from the PBGC which could reasonably be expected to result in a process in which additional plan funding measures or guaranties would be required in excess of minimum contributions required under the Code. Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) has (i) engaged in any transaction described in Section 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur, any liability under (x) Title IV of ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA or (y) Section 4971 of the Code. None of the assets of the Company and its Subsidiaries are now, nor are they reasonably expected to be, subject to any lien imposed under Section 303(k) of ERISA or Section 430(k) of the Code by reason of a failure of the Company or any of its ERISA Affiliates (or any predecessor of any such entity) to make timely installments or other payments required under Section 412 of the Code. (e) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during has in the last past six years, sponsored, maintained, administered or years contributed to (or had any obligation to contribute to), or has or is reasonably expected to have any plan subject to Title IV of ERISAdirect or indirect liability with respect to, including any multiemployer plan, as defined in Section 3(37) of ERISAMultiemployer Plan. (cf) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each Each US Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or opinion letter has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired andIRS, to the knowledge of the Company, and no circumstances exist that would reasonably be expected to result in any such determination letter being revoked or not being reissued issued. Each trust created under any such US Company Employee Plan is exempt from Tax under Section 501(a) of the Code. Each US Company Employee Plan has been maintained in compliance in all material respects with its terms and with the requirements of Applicable Law, including ERISA and the Code. No events have occurred with respect to any Employee Plan that could reasonably be expected to result in payment or a penalty assessment by or against the Company of any material amount of excise taxes under ERISA or the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Code. (g) Except as has would not hadreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code all contributions, premiums and has payments that are due have been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) made for each Company Employee Plan has been maintained in compliance with its within the time periods prescribed by the terms of such plan and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws contributions, premiums and generally accepted actuarial principles and practices. Except as has payments for any period ending on or before the Closing Date that are not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, due are properly accrued to the Company’s knowledge, is threatened against or reasonably expected extent required to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGCbe accrued under applicable accounting principles. (eh) Except as provided under Neither the execution of this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, nor the consummation of the transactions contemplated by this Agreement will not, (either alone or together with any other event: ) will (i) entitle any such individual current or former Company Service Provider to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) enhance any benefits or accelerate the time of payment or vesting or trigger any payment or of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee PlanPlan or otherwise, or (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent HoldCo or any of its Subsidiaries, to merge, amend or terminate any Company Employee Plan Plan. There is no contract, plan or arrangement (ivwritten or otherwise) result in covering any current or former Company Service Provider that, individually or collectively, (x) would entitle such Company Service Provider to any tax gross-up or similar payment from the Company or any of its Subsidiaries (y) could give rise to the payment of any “excess parachute payment” (as defined in amount that would not be deductible due to the application of Section 280G(b)(1280G or 162(m) of the Code, except, in the case of clause (y), as would not reasonably be expected to have, individually or in the aggregate, any material liability. (fi) Neither the Company nor any of its Subsidiaries has any material current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, current or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries Service Provider (other than coverage (x) mandated by Applicable Law, including COBRA or (y) where the cost of coverage is borne solely by the Company Service Provider). (gj) Neither the Company nor any of its Subsidiaries has any obligation Except as would not reasonably be expected to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not hadhave, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority , there is no action, suit, investigation, audit, proceeding or claim (or permitted to have been approved to obtain any beneficial Tax basis therefore) (other than routine claims for benefits) pending against or other status)involving, such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (noror, to the knowledge Knowledge of the Company, has revocation threatened against or involving any Company Employee Plan before any arbitrator or any Governmental Authority, including the IRS or the Department of Labor. The Company and its Subsidiaries are, and have been threatenedsince January 1, 2016, in compliance in all material respects with all (i) Applicable Laws with respect to labor relations, employment and employment practices, including those relating to labor management relations, wages, hours, overtime, employee and independent contractor (or equivalent) classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes (collectively, “Employment Laws”) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended Collective Bargaining Agreements, Contracts with current or former Company Service Providers and Contracts with Governmental Authorities (collectively, “Company Employment Contracts”). Except as would not reasonably be expected to be funded and/or book reservedhave, such Non-U.S. Plan individually or in the aggregate, a Company Material Adverse Effect, there is fully funded and/or book reservedno, as appropriateand since January 1, based upon reasonable actuarial assumptions; (iii) no material liability exists 2016, there has not been any, action, suit, investigation or reasonably could be imposed upon proceeding pending against, or, to the assets Knowledge of the Company, threatened against the Company or any of its Subsidiaries before or by reason any Governmental Authority or arbitrator, including the Equal Employment Opportunity Commission or any similar state, local or foreign agency, with respect to any Employment Laws or Company Employment Contracts. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has been notified of any administrative procedure, including any audit or infraction notice, before the Secretariat of Labor of the Ministry of Economy (Secretaria do Trabalho do Ministério da Economia) or any administrative procedure, term of adjustment of conduct (termo de ajuste de conduta or termo de compromisso – TAC), civil action filed by the Public Prosecutor Office of Labor Affairs (Ministério Público do Trabalho). (k) Neither the Company nor any of its Subsidiaries has any material liability with respect to misclassification of any person as an independent contractor (or equivalent) rather than as an employee. There is no, and since January 1, 2016, there has not been any material, action, suit, investigation or proceeding pending against, or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries by, on behalf of or with respect to any independent contractor (or equivalent) regarding misclassification or relating to compensation, benefits, entitlements, legal rights or protections under any Applicable Laws covering such Non-U.S. Plan; individuals. (l) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each International Company Employee Plan (i) has been maintained in compliance in all respects with its terms and Applicable Law, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (iviii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. From and after the financial statements Closing Date, HoldCo and its Affiliates will receive the full benefit of any funds, accruals and reserves under the International Company Employee Plans. No International Company Employee Plan is a defined benefit pension plan. (m) Neither the Company nor any of its Subsidiaries is or since January 1, 2016, has been party to or subject to, or is currently negotiating in connection with entering into, any Collective Bargaining Agreement. To the Knowledge of the Company, there has not been any organizational campaign, petition or other unionization activity seeking recognition of a collective bargaining unit relating to any Company Service Provider. There is no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no unfair labor practice complaints pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving Company Service Providers. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or, to the Knowledge of the Company, to consummate any of the transactions contemplated hereby. (n) The Company and each of its Subsidiaries is, and has been since January 1, 2016, in material compliance with WARN and has no material liabilities or other obligations thereunder. Neither the Company nor any of its Subsidiaries has taken any action that would reasonably be expected to cause HoldCo or any of its Affiliates to have any material liability or other material obligation following the Closing Date under WARN. (o) Section 4.17(o) of the Company Disclosure Letter contains a true and complete list of all outstanding Company Stock Options, Company SARs, Company RSUs, Company PSUs and Company Restricted Stock, including with respect to each such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesaward, as applicable, the holder, date of grant, exercise price, vesting schedule, expiration date and number of shares of Company Common Stock subject thereto.

Employees and Employee Benefit Plans. (a) Section 4.17(a) The Company has provided Parent with a complete and accurate list setting forth all employees, advisors, and consultants of the Company Disclosure Schedule sets forth a true and complete list TTC as of the date hereof together with their titles or positions, dates of this Agreement hire, regular work location and current compensation. Neither the Company nor TTC has any employment contract with any officer or employee or any other consultant or Person which is not terminable by the Company or TTC, as the case may be, at will without liability, except as the right of each material the Company and TTC to terminate its employees at will may be limited by applicable federal, state or foreign law. Except as set forth in Section 4.12(a) of the Disclosure Schedule, neither the Company nor TTC has any deferred compensation, pension, health, profit sharing, bonus, stock purchase, stock option, hospitalization, insurance, severance, workers’ compensation, supplemental unemployment benefits, vacation benefits, disability benefits, or any other employee pension benefit plan (as defined in the Employee Plan and each Company Retirement Income Security Act of 1974 (“ERISA”) or otherwise) or welfare benefit plan or obligation covering any of its officers, directors, consultants or employees (“Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Plans”). (b) The Company has made available to Parent a copy true, complete and correct copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustEmployee Plan (or, insurance or other funding arrangementin the case of any unwritten Employee Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 filed with the IRS with respect to each summary plan description and summary of material modificationsEmployee Plan (if any such report was required), (iii) the most recently filed Internal Revenue Service Forms 5500recent summary plan description for each Employee Plan for which such summary plan description is required, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, each trust agreement and group annuity contract relating to any Employee Plan and (v) all correspondence with the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from IRS or provided to the United States Department of LaborLabor relating to any outstanding controversy or audit. Each Employee Plan complies in all respects with applicable Legal Requirements, including, without limitation, ERISA and the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISACode. (c) Except as Each Employee Plan has been maintained, funded, operated and administered in compliance in all respects with all applicable laws and regulations, including but not hadlimited to, individually or in ERISA, the aggregateCode, a Company Material Adverse Effect, each Company and the Health Insurance Portability and Accountability Act of 1996. Each Employee Plan that is intended to be qualified under Section section 401(a) of the Code and each trust forming a part thereof that is intended to be exempt from taxation under section 501(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service IRS as to its qualification and tax-exempt status and nothing has occurred since the date of such determination letter that could adversely affect the qualification of such Employee Plan or the tax-exempt status of such related trust. No event has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired occurred and, to the knowledge of the Company, there currently exists no condition or set of circumstances exist that would in connection with which the Company or TTC could reasonably be expected to result in be subject to any such letter being revoked or not being reissued or a penalty liability under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit terms of any Employee Plans, ERISA, the Code or investigationany other applicable law, including any liability under Title IV of ERISA. Except as has not had, individually Each Employee Plan can be amended or terminated in accordance with its terms and any applicable law without any liability to the aggregate, a Company Material Adverse Effect, each trust created under any or TTC other than for benefits accrued or incurred before such Company amendment or termination. No Employee Plan is exempt from tax under Section 501(aa plan subject to Title IV of ERISA. No Employee Plan is a “multiemployer plan” as defined in section 3(37) of the ERISA and 414(f) of the Code, nor a “multiple employer plan” as described in section 4063(a) of ERISA and 413 of the Code, and neither the Company, TTC nor any Person which, together with the Company and TTC, would be treated as a single employer under section 4001 of ERISA or section 414 of the Code has ever contributed or had an obligation to contribute to any such plans. When used herein, the phrase to the “knowledge of the Company,” “known to” the Company or any similar phrase, means the actual knowledge of the officers and has been so exempt since its creationdirectors of the Company and the knowledge of facts that such individuals should have after due inquiry. (d) Except as has not had, individually or set forth in Section 4.12(d) of the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse EffectDisclosure Schedule, no claim (director, officer, consultant or other than routine claims for benefits)employee of the Company will become entitled to any retirement, action, suit, investigation severance or proceeding similar benefit or enhanced or accelerated benefit (including an auditany acceleration of vesting or lapse of repurchase rights or obligations with respect to any employee stock option or other benefit under any stock option plan or compensation plan or arrangement of the Company or TTC) is pending against or involves or, to solely as a result of the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGCtransactions contemplated hereby. (e) Except as provided under this Agreement No Employee Plan provides post-retirement health and medical, life or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) other insurance benefits for retired employees of the Company or any of its Subsidiaries, the consummation of the transactions contemplated and TTC (other than benefit coverage mandated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefitapplicable statute, including any bonusbenefits provided pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, retentionas codified in Code section 4980B and ERISA section 601 et seq., severance, retirement or job security payment or benefit, (ii) accelerate the as amended from time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Codetime). (f) Neither the Company nor any of its Subsidiaries There has any current been no amendment to, written interpretation or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits announcement (whether insured or self-insurednot written) to any directorby the Company, officer, or employee (including any former director, officer, or employee) of the Company TTC or any of its Subsidiaries (other than their affiliates relating to, or change in employee participation or coverage mandated by Applicable Law). (g) Neither under, any Employee Plan that would increase the Company nor any expense of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by maintaining such Person under Section 409A or 4999 Employee Plan above the level of the Code. (h) With expense incurred in respect to any Company Employee Plan thereof for the benefit of Company employees or dependents thereof who perform services or who are employed outside of 12 months ended on the United States (a “Non-U.S. Plan”), except as has not had, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) Balance Sheet Date and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesTTC Balance Sheet Date.

Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Company Disclosure Schedule sets forth contains a true correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment contract, material severance contract or plan and each other material plan or agreement providing for compensation, bonuses, profit-sharing, equity compensation or other forms of incentive or deferred compensation, insurance (including any self-insured arrangements), health or medical benefits, post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any ERISA Affiliate and covers any current or former employee, director or other independent contractor of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability, other than a Multiemployer Plan. As soon as reasonably practicable after the date hereof, but in no event more than sixty days after the date hereof, copies of such plans and any Multiemployer Plan (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof will be furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust and the most recent Internal Revenue Service determination letter for any such plan, to the extent applicable. Such plans (disregarding all materiality qualifiers in this Section 4.17(a)), including Company International Plans but not any Multiemployer Plan, are referred to collectively herein as the “Company Plans.” (b) No Company Plan (for the avoidance of doubt, other than any Multiemployer Plan) that is subject to Title IV of ERISA (each, a “Title IV Plan”) has any unfunded liabilities as of the date of this Agreement of each material Agreement. The aggregate underfunded or unfunded, as applicable, liability for all Company Employee Plan and each Company Employee Plan Plans that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan are “excess benefit plans” (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(373(36) of ERISA) or that provide deferred compensation (including, for this purpose, any analogous Company International Plans), computed using the actuarial assumptions used for the purposes of determining any liability under such Company Plan for purposes of the Company SEC Documents, is not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as has would not hadreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its ERISA Affiliates has incurred any liability on account of a “complete withdrawal” or a “partial withdrawal” (within the meaning of Sections 4203 and 4205 of ERISA, respectively) from any “multiemployer plan” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”) and, to the Company’s knowledge, no circumstances exist that would reasonably be expected to give rise to any such withdrawal (including as a result of the transactions contemplated by this Agreement). Neither the Company nor any of its ERISA Affiliates has received notice of any Multiemployer Plan’s (i) failure to satisfy the minimum funding requirements of Section 412 of the Code or application for or receipt of a waiver of such minimum funding requirements, (ii) “endangered status” or “critical status” (within the meaning of Section 432 of the Code) or (iii) insolvency, “reorganization” (within the meaning of Section 4241 of ERISA) or proposed or, to the Company’s knowledge, threatened termination. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions, surcharges and premium payments owed by the Company and its ERISA Affiliates with respect to each Multiemployer Plan have been paid when due. (d) Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from letter. Each Company Plan (for the Internal Revenue Service or avoidance of doubt, other than a Multiemployer Plan) has applied to been established and operated in compliance with its terms and with all Applicable Laws, including ERISA and the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has Code, except as would not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not hadhave, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employeedisclosed in Section 4.17(e) of the Company or any of its SubsidiariesDisclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, not (either alone or together with any other event: (i) entitle any such individual employee, director or other independent contractor of the Company or any of its Subsidiaries to any payment severance pay or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or increase the amount payable or trigger any other material obligation underpursuant to, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) . Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person current or former employee, director or other independent contractor of the Company or any of its Subsidiaries for any Tax incurred by such Person individual, including under Section 409A or 4999 of the Code. (hf) With Neither the Company nor any of its Subsidiaries has any liability in respect to any Company Employee Plan of post-retirement health, medical or life insurance benefits for the benefit of Company employees retired, former or dependents thereof who perform services current employees, directors or who are employed outside other independent contractors of the United States (a “Non-U.S. Plan”), Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (g) There has been no amendment to, written interpretation or announcement (whether or not hadwritten) by the Company or any of its Affiliates relating to, or change in participation or coverage under, a Company Plan which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: . (ih) if required to have been approved by any non-U.S. Governmental Authority (There is no action, suit, investigation, audit or permitted to have been approved to obtain any beneficial Tax proceeding pending against or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norinvolving or, to the knowledge of the Company, has revocation been threatenedthreatened against or involving, any Company Plan before any Governmental Authority, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) and no event has occurred since Except as would not reasonably be expected to have, individually or in the date of the most recent approval aggregate, a Company Material Adverse Effect, each Company Plan that covers former or application therefor that is reasonably likely to affect any such approval current employees, directors or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets other independent contractors of the Company or any of its Subsidiaries by reason who are located primarily outside of the United States (a “Company International Plan”) (i) if intended to qualify for special tax treatment, meets all the requirements for such Non-U.S. Plan; treatment, and (ivii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. From and after the financial statements Effective Time, Parent and its Subsidiaries will receive the full benefit of any funds, accruals and reserves under the Company International Plans. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Person has been treated as an independent contractor of the Company or any of its Subsidiaries for tax purposes, or for purposes of exclusion from any Company Plan, who should have been treated as an employee for such Nonpurposes. (k) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) none of the Company or any of its Subsidiaries has breached or otherwise failed to comply with the provisions of any Collective Bargaining Agreement and there are no grievances or arbitrations outstanding thereunder, and (ii) there are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-U.S. Plan check or, to the knowledge of the Company, other unionization activities seeking recognition of a bargaining unit at the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no unfair labor practice charges, grievances, pending arbitrations or other complaints or union representation questions before the National Labor Relations Board or other labor board of Governmental Authority that would reasonably be expected to affect the employees of the Company and its Subsidiaries. (if anyl) accurately reflect Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no current or, to the knowledge of the Company, threatened strikes, slowdowns or work stoppages, and no such Non-U.S. Plan’s liabilitiesstrike, slowdown or work stoppage has occurred within the three years preceding the date hereof.

Employees and Employee Benefit Plans. (a) Section 4.17(a) 4.17 of the Company Disclosure Schedule sets forth contains a true correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment contract, material severance contract or plan and each other material plan or agreement providing for compensation, bonuses, profit-sharing, equity compensation or other forms of incentive or deferred compensation, insurance (including any self-insured arrangements), health or medical benefits, post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any ERISA Affiliate and covers any current or former employee, director or other independent contractor of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability, other than a Multiemployer Plan or a Company International Plan. As soon as reasonably practicable after the date hereof, but in no event more than 60 days after the date hereof, copies of such plans and any material Company International Plan and Multiemployer Plan (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof will be furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust and the most recent Internal Revenue Service determination letter for any such plan, to the extent applicable. Such plans (disregarding all materiality qualifiers in this Section 4.17(a)), including Company International Plans but not any Multiemployer Plan, are referred to collectively herein as the “Company Plans.” (b) No Company Plan (for the avoidance of doubt, other than any Multiemployer Plan) that is subject to Title IV of ERISA (each, a “Title IV Plan”) has any unfunded liabilities as of the date of this Agreement of each material Agreement. The aggregate underfunded or unfunded, as applicable, liability for all Company Employee Plan and each Company Employee Plan Plans that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan are “excess benefit plans” (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(373(36) of ERISA) or that provide deferred compensation (including, for this purpose, any analogous Company International Plans), computed using the actuarial assumptions used for the purposes of determining any liability under such Company Plan for purposes of the Company SEC Documents, is not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as has would not hadreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its ERISA Affiliates has incurred any liability on account of a “complete withdrawal” or a “partial withdrawal” (within the meaning of Sections 4203 and 4205 of ERISA, respectively) from any “multiemployer plan” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”) and, to the Company’s knowledge, no circumstances exist that would reasonably be expected to give rise to any such withdrawal (including as a result of the transactions contemplated by this Agreement). Neither the Company nor any of its ERISA Affiliates has received notice of any Multiemployer Plan’s (i) failure to satisfy the minimum funding requirements of Section 412 of the Code or application for or receipt of a waiver of such minimum funding requirements, (ii) “endangered status” or “critical status” (within the meaning of Section 432 of the Code) or (iii) insolvency, “reorganization” (within the meaning of Section 4241 of ERISA) or proposed or, to the Company’s knowledge, threatened termination. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions, surcharges and premium payments owed by the Company and its ERISA Affiliates with respect to each Multiemployer Plan have been paid when due. (d) Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from letter. Each Company Plan (for the Internal Revenue Service or avoidance of doubt, other than a Multiemployer Plan) has applied to been established and operated in compliance with its terms and with all Applicable Laws, including ERISA and the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has Code, except as would not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not hadhave, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employeedisclosed in Section 4.17(e) of the Company or any of its SubsidiariesDisclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, not (either alone or together with any other event: (i) entitle any such individual employee, director or other independent contractor of the Company or any of its Subsidiaries to any payment severance pay or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or increase the amount payable or trigger any other material obligation underpursuant to, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) . Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person current or former employee, director or other independent contractor of the Company or any of its Subsidiaries for any Tax incurred by such Person individual, including under Section 409A or 4999 of the Code. (hf) With Neither the Company nor any of its Subsidiaries has any liability in respect to any Company Employee Plan of post-retirement health, medical or life insurance benefits for the benefit of Company employees retired, former or dependents thereof who perform services current employees, directors or who are employed outside other independent contractors of the United States (a “Non-U.S. Plan”), Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (g) There has been no amendment to, written interpretation or announcement (whether or not hadwritten) by the Company or any of its Affiliates relating to, or change in participation or coverage under, a Company Plan which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: . (ih) if required to have been approved by any non-U.S. Governmental Authority (There is no action, suit, investigation, audit or permitted to have been approved to obtain any beneficial Tax proceeding pending against or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norinvolving or, to the knowledge of the Company, has revocation been threatenedthreatened against or involving, any Company Plan before any Governmental Authority, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) and no event has occurred since Except as would not reasonably be expected to have, individually or in the date of the most recent approval aggregate, a Company Material Adverse Effect, each Company Plan that covers former or application therefor that is reasonably likely to affect any such approval current employees, directors or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets other independent contractors of the Company or any of its Subsidiaries by reason who are located primarily outside of the United States (a “Company International Plan”) (i) if intended to qualify for special tax treatment, meets all the requirements for such Non-U.S. Plan; treatment, and (ivii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. From and after the financial statements Effective Time, Parent and its Subsidiaries will receive the full benefit of any funds, accruals and reserves under the Company International Plans. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Person has been treated as an independent contractor of the Company or any of its Subsidiaries for tax purposes, or for purposes of exclusion from any Company Plan, who should have been treated as an employee for such Non-U.S. Plan purposes. (if anyk) accurately reflect such Non-U.S. Plan’s liabilities.Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) none of the Company or any of its Subsidiaries has breached or otherwise failed to comply with the provisions of any Collective Bargaining Agreement and there are no grievances or arbitrations outstanding thereunder, and

Employees and Employee Benefit Plans. (a) Section 4.17(a5.15(a) of the Company Parent Disclosure Schedule sets forth contains a true correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment contract, material severance contract or plan and each other material plan or agreement providing for compensation, bonuses, profit-sharing, equity compensation or other forms of incentive or deferred compensation, insurance (including any self-insured arrangements), health or medical benefits, post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by Parent or any ERISA Affiliate and covers any current or former employee, director or other independent contractor of Parent or any of its Subsidiaries, or with respect to which Parent or any of its Subsidiaries has any liability, other than a Multiemployer Plan. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to the Company together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust and the most recent Internal Revenue Service determination letter for any such plan, to the extent applicable. Such plans (disregarding all materiality qualifiers in this Section 5.15(a)), excluding any Multiemployer Plan, are referred to collectively herein as the “Parent Plans.” (b) No Parent Plan (for the avoidance of doubt, other than any Multiemployer Plan) that is subject to Title IV of ERISA has any unfunded liabilities as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan Agreement. The aggregate underfunded or unfunded, as applicable, liability for all Parent Plans that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan are “excess benefit plans” (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(373(36) of ERISA. (c) Except as has or that provide deferred compensation, computed using the actuarial assumptions used for the purposes of determining any liability under such Parent Plan for purposes of the Parent SEC Documents, is not hadreasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Company Employee Plan that is intended to be qualified under Section 401(a) neither Parent nor any of the Code its ERISA Affiliates has received incurred any liability on account of a favorable determination “complete withdrawal” or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter “partial withdrawal” (within the applicable remedial amendment period or such period has not expired meaning of Sections 4203 and 4205 of ERISA, respectively) from any Multiemployer Plan and, to the knowledge of the CompanyParent’s knowledge, no circumstances exist that would reasonably be expected to result in give rise to any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding withdrawal (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation a result of the transactions contemplated by this Agreement will not, either alone or together with any other event: (i) entitle any such individual to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Agreement). Neither Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries ERISA Affiliates has received notice of any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Multiemployer Plan”), except as has not had, individually or in the aggregate, a Company Material Adverse Effect: ’s (i) if required failure to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to satisfy the knowledge minimum funding requirements of Section 412 of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval Code or application therefor that is reasonably likely to affect any such approval for or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets receipt of the Company or any of its Subsidiaries by reason a waiver of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities.minimum funding requirements,

Employees and Employee Benefit Plans. (a) Section 4.17(a3.13(a) of the Company Disclosure Schedule sets forth contains a true and complete list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to ERISABenefit Plan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the The Company has made available to Parent a copy copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustmaterial Company Benefit Plan (or, insurance or other funding arrangementwith respect to any unwritten material Company Benefit Plan, a written description thereof) and (ii) each summary plan description and summary of material modificationsto the extent applicable, (iii) the most recently filed Internal Revenue Service Forms 5500, (ivA) the most recent annual report on Form 5500 filed and all schedules thereto filed with respect to such Company Benefit Plan, (B) applicable trust or other funding arrangement(s) relating to such Company Benefit Plan, (C) a current Internal Revenue Service opinion or favorable determination or opinion letter from the Internal Revenue Serviceletter, and (vD) the most recently prepared actuarial reports and financial statements in connection recent summary plan description, if any, required under ERISA with each respect to such Company Employee Benefit Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has would not had, individually or in the aggregate, constitute a Company Material Adverse Effect, (i) each Company Employee Benefit Plan has been maintained in compliance with its terms and with the requirements of applicable Law, (ii) all employer contributions, premiums and expenses to or in respect of each Company Benefit Plan have been paid in full or, to the extent not yet due, have been adequately accrued on the applicable financial statements of the Company included in the Company SEC Documents in accordance with GAAP, and (iii) each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a favorable determination or opinion letter from the Internal Revenue Service or has applied to may rely on a favorable opinion letter issued by the Internal Revenue Service for such a letter within Service. (c) No Company Benefit Plan is subject to Title IV of ERISA or Section 412 of the applicable remedial amendment period or such period has not expired Code, and, to during the knowledge immediately preceding six (6) years, none of the Company, no circumstances exist that would reasonably be expected its Subsidiaries or any of their respective ERISA Affiliates has contributed to, or been required to result contribute to, or otherwise had any liability with respect to a plan subject to Title IV of ERISA or Section 412 of the Code. No Company Benefit Plan is a Multiemployer Plan, and neither the Company, its Subsidiaries nor any ERISA Affiliate has at any time during the immediately preceding six (6) years sponsored or contributed to, or has or had during such period any liability or obligation in respect of, any such letter being revoked Multiemployer Plan. (d) No Company Benefit Plan provides health insurance, life insurance or not being reissued death benefits to current or a penalty under former employees of the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit Company or investigation. any of its Subsidiaries beyond their retirement or other termination of service, other than as required by Section 4980B of the Code or other applicable Law. (e) Except as has would not had, individually or in the aggregate, constitute a Company Material Adverse Effect, each trust created under any such Company Employee Foreign Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained maintained, operated and administered in compliance with its terms and all Applicable Law, including ERISA and the Code, and in compliance with applicable Laws; (ii) each Company Employee if required to be registered or approved by a non-US Governmental Entity, has been registered or approved and has been maintained in good standing with applicable regulatory authorities, and no event has occurred since the date of the most recent approval or application therefor relating to any such Foreign Plan that would reasonably be expected to adversely affect any such approval or good standing; (iii) that is intended to qualify for special Tax treatment meets all requirements for such treatment; (iv) if required to be fully funded, book-reserved or fully insured, is fully funded funded, book-reserved or fully insured, as applicable, on an ongoing and termination or solvency basis (in accordance each case, determined using reasonable actuarial assumptions) in compliance with its terms applicable Laws; and all Applicable Laws and generally accepted actuarial principles and practices. Except as has (v) is not hadsubject to any pending or, individually to the Knowledge of the Company, threatened in writing claims by or on behalf of any participant in any Foreign Plan, or otherwise involving any such Foreign Plan or the aggregateassets of any Foreign Plan, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (ef) Except as expressly provided under this Agreement, neither the execution and delivery of this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, nor the consummation of the transactions contemplated by this Agreement will not, either (alone or together in combination with any other event: ) (i) entitle any such individual officer, director, employee or other service provider of the Company or any of its Subsidiaries to any payment severance or benefit, including any bonus, retention, severance, retirement or job security payment or benefittermination pay pursuant to a Company Benefit Plan, (ii) accelerate the time of payment or vesting vesting, result in any forgiveness of indebtedness or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation underpursuant to, any Company Employee Plan, Benefit Plan or (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in any payment (whether in cash or property or the payment vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in under Section 280G(b)(1) 280G of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had, individually or in the aggregate, a Company Material Adverse Effect: (i) if required has agreed to have been approved by recognize any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax labor union, works council or other status)labor organization, such Non-U.S. Plan nor has any labor union, works council or other labor organization been so approved certified as the exclusive bargaining agent or timely submitted for approval; no such approval has been revoked (nor, to the knowledge collective representative of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets employees of the Company or any of its Subsidiaries by reason Subsidiaries, (ii) is a party to or otherwise bound by, or currently negotiating, any collective bargaining agreement or other Contract with a labor union, works council or other labor organization; (iii) as of the date hereof is the subject of any material proceeding seeking to compel it to bargain with any labor union or labor organization, nor, to the Knowledge of the Company, is any such Non-U.S. Planproceeding threatened; and or (iv) shall have any obligation, whether by applicable Law or Contract, to seek or obtain the financial statements consent of such Non-U.S. Plan or formal advice by, or consult with, any labor union, works council or other labor organization in connection with entering into this Agreement or consummating any of the transactions contemplated hereby. (if anyh) accurately reflect such Non-U.S. Plan’s liabilitiesExcept as would not constitute a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, withholding of Taxes, worker classification, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and unemployment insurance and related matters.

Employees and Employee Benefit Plans. (a) Section 4.17(a5.15(a) of the Company Parent Disclosure Schedule sets forth contains a true correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment contract, material severance contract or plan and each other material plan or agreement providing for compensation, bonuses, profit-sharing, equity com- pensation or other forms of incentive or deferred compensation, insurance (including any self- insured arrangements), health or medical benefits, post-employment or retirement benefits (in- cluding compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by Parent or any ERISA Affiliate and covers any current or for- mer employee, director or other independent contractor of Parent or any of its Subsidiaries, or with respect to which Parent or any of its Subsidiaries has any liability, other than a Multiem- ployer Plan. Copies of such plans (and, if applicable, related trust or funding agreements or in- surance policies) and all amendments thereto and written interpretations thereof have been fur- nished to the Company together with the most recent annual report (Form 5500 including, if ap- plicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust and the most recent Internal Revenue Service determination letter for any such plan, to the extent applicable. Such plans (disregarding all materiality qualifiers in this Sec- tion 5.15(a)), excluding any Multiemployer Plan, are referred to collectively herein as the “Par- ent Plans.” (b) No Parent Plan (for the avoidance of doubt, other than any Multiemploy- er Plan) that is subject to Title IV of ERISA has any unfunded liabilities as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan Agreement. The aggregate underfunded or unfunded, as applicable, liability for all Parent Plans that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan are “excess benefit plans” (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(373(36) of ERISA. (c) Except as has or that provide deferred compensation, computed using the actuarial assumptions used for the purposes of determining any liability under such Parent Plan for purposes of the Parent SEC Documents, is not hadreasona- xxx be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its ERISA Affiliates has incurred any liability on account of a “complete withdrawal” or a “partial withdrawal” (within the meaning of Sections 4203 and 4205 of ERISA, respectively) from any Multiem- ployer Plan and, to Parent’s knowledge, no circumstances exist that would reasonably be ex- pected to give rise to any such withdrawal (including as a result of the transactions contemplat- ed by this Agreement). Neither Parent nor any of its ERISA Affiliates has received notice of any Multiemployer Plan’s (i) failure to satisfy the minimum funding requirements of Sec- tion 412 of the Code or application for or receipt of a waiver of such minimum funding re- quirements, (ii) “endangered status” or “critical status” (within the meaning of Section 432 of the Code) or (iii) insolvency, “reorganization” (within the meaning of Section 4241 of ERISA) or proposed or, to Parent’s knowledge, threatened termination. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all con- tributions, surcharges and premium payments owed by Parent and its ERISA Affiliates with re- spect to each Company Employee Multiemployer Plan have been paid when due. (d) Each Parent Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from letter. Each Parent Plan (for the Internal Revenue Service or avoidance of doubt, other than a Multiemployer Plan) has applied to been established and operated in compliance with its terms and with all Applicable Laws, including ERISA and the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has Code, except as would not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not hadhave, individually or in the aggregate, a Company Parent Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGCEf- fect. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the The consummation of the transactions contemplated by this Agreement will not, not (either alone or together with any other event: (i) entitle any such individual employee, director or other independent contractor of Parent or any of its Subsidiaries to any payment severance pay or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwiseother- wise) of material compensation or benefits under, or increase the amount payable or trigger any other material obligation underpursuant to, any Company Employee Parent Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, . Neither Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries Subsidiar- ies has any obligation to gross-up, indemnify or otherwise reimburse any Person current or former em- ployee, director or other independent contractor of Parent or any of its Subsidiaries for any Tax incurred by such Person individual, including under Section 409A or 4999 of the Code. (hf) With Neither Parent nor any of its Subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employ- ees, directors or other independent contractors of Parent or its Subsidiaries except as required to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside avoid excise tax under Section 4980B of the United States Code. (g) There has been no amendment to, written interpretation or announcement (whether or not written) by Parent or any of its Affiliates relating to, or change in participation or coverage under, a “Non-U.S. Plan”), except as has not hadParent Plan which would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect: . (ih) if required to have been approved by any non-U.S. Governmental Authority (There is no action, suit, investigation, audit or permitted to have been approved to obtain any beneficial Tax proceeding pending against or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norinvolving or, to the knowledge of Parent, threatened against or involving, any Parent Plan before any Governmental Authority, except as would not reasonably be expected to have, individually or in the Companyaggregate, a Parent Material Adverse Effect. (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, no Person has revocation been threatened) and no event has occurred since the date treated as an independent contractor of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Company Parent or any of its Subsidiaries by reason for tax purposes, or for purposes of exclusion from any Parent Plan, who should have been treated as an employee for such Non-U.S. Plan; purposes. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) none of Parent or any of its Subsidiaries has breached or otherwise failed to comply with the provisions of any Collective Bargaining Agreement and there are no grievances or arbitrations outstanding thereunder, and (ivii) there are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-check or, to the financial statements knowledge of Parent, other unionization activities seeking recognition of a bargaining unit at Parent or any of its Subsidiaries. Except as would not reasonably be ex- pected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no unfair labor practice charges, grievances, pending arbitrations or other complaints or union rep- resentation questions before the National Labor Relations Board or other labor board of Gov- ernmental Authority that would reasonably be expected to affect the employees of Parent and its Subsidiaries. (k) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no current or, to the knowledge of Parent, threatened strikes, slowdowns or work stoppages, and no such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesstrike, slowdown or work stop- page has occurred within the three years preceding the date hereof.

Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Company Disclosure Schedule sets forth contains a true correct and complete list as of the date of this Agreement of identifying each material Company Employee Plan (excluding individual employment agreements or offer letters, in a form previously provided to Parent, for Service Providers who are not Key Employees entered into in the ordinary course of business consistent with past practice and each that may be terminated at any time without liability to the Company Employee or its Subsidiaries (other than the provision of notice of termination to the extent required by Applicable Law)), and specifies whether such plan is a US Plan that is subject to ERISAor an International Plan. For each material Company such Employee Plan and each Company Employee Plan that is subject to ERISA(excluding the individual employment agreements or offer letters described in the preceding sentence), the Company has made available provided to Parent (i) a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereofand, together with a copy of (if as applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description all trust agreements, insurance contracts or other funding arrangements and summary of material modificationsamendments thereto, (iii) the most recently filed Internal Revenue Service Forms 5500current summary plan description and current summaries of material modifications, (iv) the most recent favorable determination or opinion letter from the Internal Revenue ServiceIRS, (v) the most recently filed annual return/report (Form 5500) and accompanying schedules and attachments thereto, (vi) the most recently prepared actuarial reports report and financial statements in connection with each and (vii) if such Company Employee plan is an International Plan, documents that are substantially comparable (taking into account differences in Applicable Law and practices) to the documents required to be provided in clauses (i) through (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year). (b) The Company has provided to Parent a schedule that sets forth, for each employee of the Company or any of its Subsidiaries, his or her name, title, annual base salary, most recent annual bonus received, current annual bonus opportunity, hire date, location, whether full- or part-time, and whether active or on leave. Prior to the anticipated Closing Date as communicated by Parent to the Company, the Company will provide Parent with a revised version of the schedule described in the immediately preceding sentence, updated as of a date not more than ten days prior to such anticipated Closing Date. As of the date hereof, no Key Employee has indicated to the Company or any of its Subsidiaries that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within one year after the Closing Date. (c) With respect to any Employee Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code, no non-exempt prohibited transaction has occurred that has caused or would reasonably be expected to cause the Company or any of its Subsidiaries to incur any material liability under ERISA or the Code. Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during has in the last past six years, years sponsored, maintained, administered or contributed to (or had any obligation to contribute to), or has or is reasonably expected to have any direct or indirect liability with respect to, any plan that is (i) subject to Title IV of ERISA, including any ERISA or (ii) a "multiemployer plan, " (as defined in Section 3(37) of ERISA). (cd) Except as Each Employee Plan, and any award thereunder, that is or forms part of a "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code has not hadbeen maintained, individually in form and operation, in material compliance with all applicable requirements of Section 409A of the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or in otherwise reimburse any current or former Service Provider for any Tax incurred by such Service Provider, including under Section 409A, 457A or 4999 of the aggregate, a Company Material Adverse Effect, each Company Code. (e) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code may rely on a prototype opinion letter or has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired andIRS, to the knowledge of the Company, and no circumstances exist that would reasonably be expected to result in any such determination letter being revoked or not being reissued or a penalty under the Internal Revenue Service IRS Closing Agreement Program if discovered during an Internal Revenue Service IRS audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each Each trust created under any such Company Employee Plan is exempt from tax Tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as . Each Employee Plan has been maintained in compliance with its terms and with the requirements of Applicable Law, including ERISA and the Code, except for failures to comply or violations that have not hadhad and would not reasonably be expected have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has would not hadreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, events have occurred with respect to each director, officer, any Employee Plan that could result in payment or employee (including each former director, officer, assessment by or employee) of against the Company or any Subsidiary of its Subsidiariesany excise taxes under ERISA or the Code. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions, premiums and payments that are due have been made for each Employee Plan within the time periods prescribed by the terms of such plan and Applicable Law, and all contributions, premiums and payments for any period ending on or before the Closing Date that are not due are properly accrued to the extent required to be accrued under applicable accounting principles. (g) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will not, (either alone or together with any other event: ) will (i) entitle any such individual current or former Service Provider to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) enhance any benefits or accelerate the time of payment or vesting or trigger any payment or of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, Plan or otherwise or (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent Parent, to merge, amend or terminate any Company Employee Plan Plan. There is no contract, plan or arrangement (ivwritten or otherwise) result in covering any current or former Service Provider that, individually or collectively, could give rise to the payment of any “excess parachute payment” (as defined in amount that would not be deductible due to the application of Section 280G(b)(1280G or 162(m) of the Code). (fh) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, current or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries Service Provider (other than coverage mandated by Applicable Law, including the Consolidated Omnibus Budget Reconciliation Act of 1985 (or COBRA)). (gi) Neither There is no action, suit, investigation, audit, proceeding or claim (or any basis therefore) (other than routine claims for benefits) pending against or involving, or, to the Company nor Company's knowledge, threatened against or involving any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for before any arbitrator or any Governmental Authority, including the benefit IRS or the Department of Company employees Labor that, if determined or dependents thereof who perform services or who are employed outside of resolved adversely in accordance with the United States (a “Non-U.S. Plan”)plaintiff's demands, except as has not hadwould reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: . The Company and its Subsidiaries are, and have been since January 1, 2012, in compliance with all Applicable Laws with respect to labor relations, employment and employment practices, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (j) Each International Plan (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved maintained in compliance with its terms and Applicable Law, except for failures to comply or timely submitted for approval; no such approval has been revoked (norviolations that have not had and would not reasonably be expected to have, to individually or in the knowledge of the Companyaggregate, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; a Company Material Adverse Effect, (ii) if intended to be funded and/or book reservedqualify for special tax treatment, meets in all material respects all the requirements for such Non-U.S. Plan is fully funded and/or book reservedtreatment, as appropriate, based upon reasonable actuarial assumptions; and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. (k) Neither the Company nor any of its Subsidiaries is or has been party to or subject to, or is currently negotiating in connection with entering into, any Collective Bargaining Agreement. There has not been any organizational campaign, petition or other unionization activity seeking recognition of a collective bargaining unit relating to any Service Provider. There are no, and since January 1, 2012 there have not been any, labor strikes, slowdowns, stoppages, picketings, interruptions of work or lockouts pending or, to the Company's knowledge, threatened against or affecting the Company or any of its Subsidiaries. There are no material liability exists or reasonably could be imposed upon unfair labor practice complaints pending or, to the assets of Company's knowledge, threatened against the Company or any of its Subsidiaries by reason before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving Service Providers. The consent or consultation of, or the rendering of such Non-U.S. Plan; formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereby. (l) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and (iv) the financial statements each of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesits Subsidiaries is, and has been since January 1, 2011, in compliance with WARN and has no liabilities or other obligations thereunder.

Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Company Disclosure Schedule sets forth contains a true correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment contract, material severance contract or plan and each other material plan or agreement providing for compensation, bonuses, profit-sharing, equity compensation or other forms of incentive or de- ferred compensation, insurance (including any self-insured arrangements), health or medical benefits, post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any ERISA Affiliate and covers any current or former employee, director or other independent contractor of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability, other than a Multiemployer Plan. As soon as reasonably practicable after the date hereof, but in no event more than sixty days after the date hereof, copies of such plans and any Multiemployer Plan (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof will be furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust and the most recent Internal Revenue Service determination letter for any such plan, to the extent applicable. Such plans (disregarding all materiality qualifiers in this Section 4.17(a)), including Company International Plans but not any Multiemployer Plan, are referred to collectively herein as the “Company Plans.” (b) No Company Plan (for the avoidance of doubt, other than any Multiemployer Plan) that is subject to Title IV of ERISA (each, a “Title IV Plan”) has any unfunded liabilities as of the date of this Agreement of each material Agreement. The aggregate underfunded or unfunded, as applicable, liability for all Company Employee Plan and each Company Employee Plan Plans that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan are “excess benefit plans” (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(373(36) of ERISA) or that provide deferred compensation (including, for this purpose, any analogous Company International Plans), computed using the actuarial assumptions used for the purposes of determining any liability under such Company Plan for purposes of the Company SEC Documents, is not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as has would not hadreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its ERISA Affiliates has incurred any liability on account of a “complete withdrawal” or a “partial withdrawal” (within the meaning of Sections 4203 and 4205 of ERISA, respectively) from any “multiemployer plan” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”) and, to the Company’s knowledge, no circumstances exist that would reasonably be expected to give rise to any such withdrawal (including as a result of the transactions contemplated by this Agreement). Neither the Company nor any of its ERISA Affiliates has received notice of any Multiemployer Plan’s (i) failure to satisfy the minimum funding requirements of Section 412 of the Code or application for or receipt of a waiver of such minimum funding requirements, (ii) “endangered status” or “critical status” (within the meaning of Section 432 of the Code) or (iii) insolvency, “reorganization” (within the meaning of Section 4241 of ERISA) or proposed or, to the Company’s knowledge, threatened termination. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all contributions, surcharges and premium payments owed by the Company and its ERISA Affiliates with respect to each Multiemployer Plan have been paid when due. (d) Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from letter. Each Company Plan (for the Internal Revenue Service or avoidance of doubt, other than a Multiemployer Plan) has applied to been established and operated in compliance with its terms and with all Applicable Laws, including ERISA and the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has Code, except as would not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not hadhave, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employeedisclosed in Section 4.17(e) of the Company or any of its SubsidiariesDisclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, not (either alone or together with any other event: (i) entitle any such individual employee, director or other independent contractor of the Company or any of its Subsidiaries to any payment severance pay or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or increase the amount payable or trigger any other material obligation underpursuant to, any Company Employee Plan, (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) . Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person current or former employee, director or other independent contractor of the Company or any of its Subsidiaries for any Tax incurred by such Person individual, including under Section 409A or 4999 of the Code. (hf) With Neither the Company nor any of its Subsidiaries has any liability in respect to any Company Employee Plan of post-retirement health, medical or life insurance benefits for the benefit of Company employees retired, former or dependents thereof who perform services current employees, directors or who are employed outside other independent contractors of the United States (a “Non-U.S. Plan”), Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (g) There has been no amendment to, written interpretation or announcement (whether or not hadwritten) by the Company or any of its Affiliates relating to, or change in participation or coverage under, a Company Plan which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: . (ih) if required to have been approved by any non-U.S. Governmental Authority (There is no action, suit, investigation, audit or permitted to have been approved to obtain any beneficial Tax proceeding pending against or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (norinvolving or, to the knowledge of the Company, has revocation been threatenedthreatened against or involving, any Company Plan before any Governmental Authority, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) and no event has occurred since Except as would not reasonably be expected to have, individually or in the date of the most recent approval aggregate, a Company Material Adverse Effect, each Company Plan that covers former or application therefor that is reasonably likely to affect any such approval current employees, directors or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets other independent contractors of the Company or any of its Subsidiaries by reason who are located primarily outside of the United States (a “Company International Plan”) (i) if intended to qualify for special tax treatment, meets all the requirements for such Non-U.S. Plan; treatment, and (ivii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. From and after the financial statements Effective Time, Parent and its Subsidiaries will receive the full benefit of any funds, accruals and reserves under the Company International Plans. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Person has been treated as an independent contractor of the Company or any of its Subsidiaries for tax purposes, or for purposes of exclusion from any Company Plan, who should have been treated as an employee for such Nonpurposes. (k) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) none of the Company or any of its Subsidiar- ies has breached or otherwise failed to comply with the provisions of any Collective Bargaining Agreement and there are no grievances or arbitrations outstanding thereunder, and (ii) there are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-U.S. Plan check or, to the knowledge of the Company, other unionization activities seeking recognition of a bargaining unit at the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no unfair labor practice charges, grievances, pending arbitrations or other complaints or union representation questions before the National Labor Relations Board or other labor board of Governmental Authority that would reasonably be expected to affect the employees of the Company and its Subsidiaries. (if anyl) accurately reflect Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no current or, to the knowledge of the Company, threatened strikes, slowdowns or work stoppages, and no such Non-U.S. Plan’s liabilitiesstrike, slowdown or work stoppage has occurred within the three years preceding the date hereof.

Employees and Employee Benefit Plans. (a) As soon as reasonably practicable following the date hereof and as permitted by Applicable Law, the Company will deliver to Ultimate Parent an accurate and complete list of the names, titles, annual base salary (or wage rate), commission and any other cash compensation or bonus opportunity of all employees of the Acquired Companies as of the date of this Agreement, principal work location, work visa status, accrued vacation time and classification. (b) Section 4.17(a4.18(b) of the Company Disclosure Schedule sets forth a true an accurate and complete list as of the date of this Agreement of identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment, severance or similar Contract and each other plan or arrangement (written or oral) providing for compensation, bonuses, commission, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits, change of control payments, post-employment or retirement benefits and other time-off benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by any Acquired Company or any ERISA Affiliate and covers any employee or former employee of any Acquired Company, or with respect to which such Acquired Company has any liability, other than governmentally administered plans and plans mandated by Applicable Law. Such plans are referred to collectively herein as the “Employee Plans.” (c) The Company has furnished or made available to Parent (i) accurate and complete copies of all documents constituting each Employee Plan and each Company (or a written summary thereof with respect to any Employee Plan that is subject maintained for the benefit of any employee or service provider (or former employee or service provider) who performs services outside the United States (each, a “Foreign Plan”) or to ERISA. For each material Company Employee Plan and each Company any other Employee Plan that is subject has not been documented in writing) to ERISAthe extent currently effective, the Company has made available to Parent a copy of such plan (or a description, if such plan is not written) and including all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangementall related trust documents, (ii) the three most recent available annual reports (Form 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each summary plan description and summary of material modificationsEmployee Plan, (iii) if the Employee Plan is funded, the most recently filed Internal Revenue Service Forms 5500recent annual and periodic accounting of Employee Plan assets, (iv) the most recent favorable determination or opinion letter from summary plan description together with the Internal Revenue Servicesummary(ies) of material modifications thereto, if any, required under ERISA with respect to each Employee Plan, (v) all material written Contracts relating to each Employee Plan to the most recently prepared actuarial reports extent currently effective, including administrative service agreements and financial statements in connection with each such Company Employee Plangroup insurance contracts, and (vi) all documents and material correspondence relating thereto received within the past two years to or from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during relating to any Employee Plan and (vii) accurate and complete copies of the past yearmost recent IRS determination (or opinion) letters with respect to each such applicable Employee Plan. (bd) Neither Section 4.18(d) of the Company nor Disclosure Schedule sets forth each Employee Plan any of its Acquired Company or any ERISA Affiliates Affiliate (nor or any predecessor of any such entitythereof) sponsors, maintains, administers maintains or contributes to (to, or has any obligation to contribute to), or has, during in the last preceding six years, years sponsored, maintained, administered maintained or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA or Section 412 or 430 of the Code (each, a “Pension Plan”). With respect to each Pension Plan: as of the date hereof, (i) no liability to the Pension Benefit Guaranty Corporation (the “PBGC”) has been incurred (other than for premiums payable in the ordinary course); (ii) no notice of intent to terminate any such Pension Plan has been filed with the PBGC or distributed to participants therein and no amendment terminating any such Pension Plan has been adopted; (iii) no proceedings to terminate any such Pension Plan instituted by the PBGC are pending or, to the Knowledge of the Company, are threatened and no event or condition has occurred which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Pension Plan; (iv) no such Pension Plan is in “at risk” status, within the meaning of Section 430 of the Code or Section 303 of ERISA; (v) except for the execution and delivery of this Agreement and the transactions contemplated by this Agreement, including no “reportable event” within the meaning of Section 4043 of ERISA (for which the 30-day notice requirement has not been waived by the PBGC) has occurred within the last six years; (vi) no Lien has arisen or would reasonably be expected to arise as a result of actions or inactions under ERISA or the Code on the assets of the Company or its Subsidiaries (other than any Lien imposed by the PBGC to the extent arising under Section 4062(e) of ERISA as a result of the transactions contemplated by this Agreement); (vii) there has been no cessation of operations at a facility subject to the provisions of Section 4062(e) of ERISA (“4062(e) Event” ) within the last six years (other than a 4062(e) Event to the extent arising from the execution and delivery of this Agreement and the transactions contemplated by this Agreement); and (viii) no such Pension Plan has failed to satisfy the minimum funding standards set forth in Sections 412 and 430 of the Code or Sections 302 and 303 of ERISA. (e) No Acquired Company or any ERISA Affiliate (nor any predecessor thereof) contributes to, or has in the preceding six years contributed to, any multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA, a multiple employer plan, as defined in Section 413(c) of the Code, or a multiple employer welfare arrangement, as defined in Section 3(40) of ERISA. (cf) Except as has would not had, individually or in the aggregate, have a Company Material Adverse Effect, each Acquired Company (i) has performed all material obligations required to be performed by such Acquired Company under each Employee Plan established or maintained for the benefit of any employee or service provider (or former employee or service provider) who performs services in the United States of America (the “U.S. Employee Plans”) and (ii) is not in material default with respect to or in material violation of, and has no Knowledge of any material default or violation by any other party to, any U.S. Employee Plan. Except as would not have a Company Material Adverse Effect, each U.S. Employee Plan (i) has been established and maintained in accordance with its terms and in compliance in all material respects with Applicable Law, including ERISA and the Code and (ii) that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter (or opinion letter letter, if applicable), or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired IRS, and, to the knowledge Knowledge of the Company, there is no circumstances exist that would reasonably be expected to result in reason why any such determination (or opinion) letter being should be revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creationbe reissued. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (eg) Except as provided under in this Agreement or pursuant to as required by Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its Subsidiaries, the consummation of the transactions contemplated by this Agreement will not, not (either alone or together with any other event: (i, including a subsequent termination of employment or services) entitle any such individual current or former employee or independent contractor of any Acquired Company to any payment severance pay or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other material obligation underpursuant to, any Employee Plan (including any acceleration of vesting with respect to a Company Employee Plan, (iii) contractually limit or restrict the right Compensatory Award held by employees of an Acquired Company as a result of the Transaction or any termination of employment in connection therewith). No payment or benefit (including vesting of Company Compensatory Awards) that will or may be made by any Acquired Company or their ERISA Affiliates to any of its Subsidiaries or, after the Closing, Parent to merge, amend current or terminate any Company Employee Plan former employee or (iv) result in the payment other service provider of any Acquired Company is reasonably expected to be characterized as a “excess parachute payment” (as defined in within the meaning of Section 280G(b)(1280G(b)(2) of the Code). (f) Neither the . There is no Contract by which any Acquired Company nor is bound to compensate any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) employee for excise taxes paid pursuant to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With Except as set forth on the Company Balance Sheet, no Acquired Company or ERISA Affiliate has any material current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for retired, former or current employees of any Acquired Company or any ERISA Affiliate, except as required to avoid excise tax under Section 4980B of the Code or except for the continuation of coverage through the end of the calendar month in which termination from employment occurs. No condition exists that would prevent any Acquired Company or any ERISA Affiliate from amending or terminating any Employee Plan that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA in accordance with its terms. (i) Except as would not have a Company Material Adverse Effect, with respect to any Company each Employee Plan which is maintained for the benefit of Company employees any employee or dependents thereof service provider (or former employee or service provider) who perform performs services or who are employed outside the United States, each Foreign Plan (i) is in material compliance with the provisions of the United States Applicable Laws of each jurisdiction in which such Foreign Plan is maintained and has been administered in all material respects in accordance with its terms; (ii) has no material unfunded liabilities that, as of the Effective Time will not be offset by insurance or fully accrued; and (iii) which, under the Applicable Laws of the applicable foreign country, is required to be registered or approved by any Governmental Authority has been so registered or approved. (j) Each material “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) maintained or sponsored by any Acquired Company has been operated in material compliance with Section 409A of the Code and the guidance issued thereunder. (k) No Acquired Company is a “Nonparty to or bound by, or is currently negotiating in connection with entering into, any collective bargaining agreement or other labor-U.S. Plan”related contract or arrangement with a labor union, works council or similar organization. Since January 1, 2010, to the Knowledge of the Company, there have been no attempts by any labor union, works council or similar organization to organize any employees of the Acquired Companies. Each Acquired Company is in compliance with all Applicable Laws regarding employment, employment practices, terms and conditions of employment, employment safety and health, immigration, wages and hours, and employee-independent contractor classification, and with respect to employees each Acquired Company (i) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing and (ii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (in each case, other than routine payments to be made in the normal course of business and consistent with past practice), except as has in each case, for any non-compliance or failure to withhold, report or pay which would not hadreasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (. There are no pending, or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge Knowledge of the Company, has revocation been threatened) and no event has occurred since threatened Proceedings or, to the date Knowledge of the most recent approval Company, investigations, pertaining to employment or application therefor that is reasonably likely to affect employment practices between any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of the Acquired Company or and any of its Subsidiaries respective current or former employees, in each case, as would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (l) To the Knowledge of the Company, no employee of any Acquired Company at the level of senior director or above is in material violation of any term of any employment agreement, noncompetition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by reason any Acquired Company because of such Non-U.S. Plan; the nature of the business conducted or to the use of trade secrets or proprietary information of any former employer. (m) Each Acquired Company is in compliance in all material respects with the Worker Adjustment and Retraining Notification Act of 1988, as amended (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities“WARN Act”), or any similar Applicable Law relating to plant closings and layoffs.

Employees and Employee Benefit Plans. (a) Section 4.17(a) of 4.17(a)of the Company Disclosure Schedule sets forth contains a true correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment, severance or similar contract or plan and each other written plan providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any ERISA Affiliate and covers any employee or former employee, whether located in the U.S. or outside the U.S., of the date Company or any of this Agreement its Subsidiaries, or with respect to which the Company or any of each material its Subsidiaries has any liability. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Company Employee Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Plans.” (b) The Company has made available to Parent a copy list, to the extent permitted by Applicable Law, of such plan each Key Employee as of the date that is fifteen (or a description15) Business Days prior to the date hereof and, if such plan is not written) and all amendments thereto and material written interpretations thereofas applicable, together with a copy of (if applicable) each Key Employee’s (i) each trust, insurance name or other funding arrangementemployee identification number, (ii) each summary plan description and summary date of material modificationshire, (iii) the most recently filed Internal Revenue Service Forms 5500position, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Serviceemployment location, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Planbase salary or wage rate, and (vi) all documents and correspondence relating thereto received from or provided most recent annual bonus received. As of the date hereof, to the Department of LaborCompany’s knowledge, no Key Employee has indicated to the PBGC, the Internal Revenue Service Company or any other Governmental Authority during of its Subsidiaries that he or she intends to resign or retire as a result of the past yearTransactions. (bc) Neither the Company nor any of its ERISA Affiliates (Affiliate nor any predecessor of any such entity) thereof sponsors, maintains, administers maintains or contributes to (to, or has any obligation to contribute to), or has, during in the last six years, past sponsored, maintained, administered maintained or contributed to (or had any obligation to contribute to), any plan Company Plan subject to Title IV of ERISA. (d) Neither the Company nor any ERISA Affiliate nor any predecessor thereof contributes to, including or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA. (ce) Except as has not had, individually or in the aggregate, a Each Company Material Adverse Effect, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or opinion letter has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service Service, and the Company is not aware of any reason why any such determination letter should be revoked or not be reissued. The Company has applied made available to Parent copies of the most recent Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, determination letters with respect to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Plan. Each Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all with the requirements prescribed by Applicable Law, including ERISA except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No events have occurred with respect to any Company Plan that could result in payment or assessment by or against the Company of any excise Taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except except as has would not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, reasonably be expected to be material to the Company’s knowledgeCompany and its Subsidiaries, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGCtaken as a whole. (ef) Except as provided under required by the terms of this Agreement or pursuant to Applicable Law, with respect to each director, officer, or employee (including each former director, officer, or employee) of the Company or any of its SubsidiariesAgreement, the consummation of the transactions contemplated by this Agreement Transactions will not, not (either alone or together with any other event: ) (i) entitle any such individual employee or independent contractor of the Company or any of its Subsidiaries to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate the time of payment or vesting or trigger any payment or of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other material obligation underpursuant to, any Company Employee Plan, or (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent Parent, to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code)Plan. (fg) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or in respect of post-retirement medicalhealth, dentalmedical or life insurance benefits for former or current employees of the Company or its Subsidiaries except as required to avoid excise Tax under Section 4980B of the Code. (h) There is no Proceeding pending against or involving or, disabilityto the knowledge of the Company, hospitalizationthreatened against or involving, life any Company Plan before any Governmental Authority, except as would not reasonably be expected to have, individually or similar benefits in the aggregate, a Company Material Adverse Effect. (i) There has been no amendment to, written interpretation of or announcement (whether insured or self-insurednot written) to by the Company or any director, officerof its Affiliates relating to, or making a change in employee participation or coverage under, any Company Plan that would increase the expense of maintaining such plan above the level of expense incurred in respect thereof for the fiscal year ended on the Company Balance Sheet Date, except as required in order to comply with Applicable Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (including any former directorj) Without limiting the generality of Section 4.17(f), officerno amount paid or payable (whether in cash, in property, or employeein the form of benefits) of by the Company or any of its Subsidiaries in connection with the Merger (either solely as a result thereof or as a result of such transactions in conjunction with any other than coverage mandated by Applicable Law). (gevent) will be an “excess parachute payment” within the meaning of Section 280G of the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person current or former employee for any Tax tax incurred by such Person individual, including under Section 409A or 4999 of the Code. (hk) With respect Except as would not reasonably be expected to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not hadhave, individually or in the aggregate, a Company Material Adverse Effect: , each Company Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has been timely amended (iif applicable) if required to have comply and has been approved operated in compliance with all applicable requirements of Section 409A of the Code. (l) With respect to any Company Plan covered by any Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code, no non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event exempt prohibited transaction has occurred since the date of the most recent approval that has caused or application therefor that is would reasonably likely be expected to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets of cause the Company or any of its Subsidiaries by reason to incur any liability under ERISA or the Code except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (m) Each Company Plan related to employees located primarily outside of the U.S. (i) has been maintained in compliance with its terms and Applicable Law, (ii) if intended to qualify for special tax treatment, meets all the requirements for such Non-U.S. Plan; treatment, and (iviii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles, except, in each case, as would not reasonably be expected to have, individually or in the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiesaggregate, a Company Material Adverse Effect.

Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Company Disclosure Schedule sets forth contains a true correct and complete list as of the date of this Agreement of identifying each material Company Employee Plan and each Company Employee specifies whether such plan is a US Plan that is subject to ERISAor an International Plan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAPlan, the Company has made available provided to Parent a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereofand, together with a copy of (if applicable) as applicable (i) each trustall trust agreements, insurance contracts or other funding arrangementarrangements and amendments thereto, (ii) each the current prospectus or summary plan description and summary all summaries of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue ServiceIRS, (iv) the most recently filed annual return/report (Form 5500) and accompanying schedules and attachments thereto, (v) the most recently prepared actuarial reports report and financial statements in connection with each such Company Employee Plan, and (vi) all if such plan is an International Plan, documents that are substantially comparable (taking into account differences in Applicable Law and correspondence relating thereto received from or provided practices) to the Department documents required to be provided in clauses (i) through (v). The Company’s failure to provide to Parent any of Laborthe documents referenced in the preceding sentence as the date hereof would not, individually or in the PBGCaggregate, result in a Company Material Adverse Effect, and the Internal Revenue Service or any other Governmental Authority during Company will provide such documents to Parent not later than ten Business Days after the past yeardate hereof. (b) As of the date hereof, no Key Employee has provided written notice to any executive officer of the Company that he or she presently intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within one year after the Effective Time. (c) With respect to any Employee Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code, no non-exempt prohibited transaction has occurred that has caused or would reasonably be expected to cause the Company or any of its Subsidiaries to incur any material liability under ERISA or the Code. Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during has in the last past six years, years sponsored, maintained, administered or contributed to (or had any obligation to contribute to), or has or is reasonably expected to have any direct or indirect liability with respect to, any plan that is (i) subject to Title IV of ERISA, including any ERISA or (ii) a “multiemployer plan, ” (as defined in Section 3(37) of ERISA). (cd) Except as Each Employee Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A or 457A of the Code has been timely amended (if applicable) to comply and has been operated in material compliance with, and the Company and its Subsidiaries have materially complied in practice and operation with, all applicable requirements of Section 409A and 457A of the Code, and no amounts currently deferred or to be deferred under any such plan would be not haddeterminable when otherwise includible in income under Section 457A of the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, individually indemnify or in otherwise reimburse any current or former Service Provider for any Tax incurred by such Service Provider, including under Section 409A, 457A or 4999 of the aggregate, a Company Material Adverse Effect, each Company Code. (e) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter letter, or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired andIRS, to the knowledge of the Company, and no circumstances exist that would reasonably be expected to result in any such determination or opinion letter being revoked or not being reissued or a penalty under the Internal Revenue Service IRS Closing Agreement Program if discovered during an Internal Revenue Service IRS audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each Each trust created under any such Company Employee Plan is exempt from tax Tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as . Each Employee Plan has been maintained in compliance with its terms and with the requirements of Applicable Law, including ERISA and the Code, except for failures to comply or violations that have not hadhad and would not reasonably be expected have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company . No events have occurred with respect to any Employee Plan has been maintained that could result in compliance with its terms and all Applicable Law, including payment or assessment by or against the Company of any material excise taxes under ERISA and or the Code, and . (iif) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not hadwould not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, no claim (other than routine claims all contributions, premiums and payments that are due have been made for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company each Employee Plan before any Governmental Authority, including within the Internal Revenue Service, time periods prescribed by the Department terms of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to such plan and Applicable Law, with respect and all contributions, premiums and payments for any period ending at or prior to each directorthe Effective Time that are not due are properly accrued to the extent required to be accrued under applicable accounting principles. There has been no amendment to, officer, written interpretation of or employee announcement (including each former director, officer, whether or employeenot written) of by the Company or any of its SubsidiariesSubsidiaries relating to, or change in employee participation or coverage under, any Employee Plan that would materially increase the expense of maintaining such plan above the level of expense incurred in respect thereof for the most recently completed fiscal year. (g) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will not, (either alone or together with any other event: ) will (i) entitle any such individual current or former Service Provider to any material payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) materially enhance any benefits or accelerate the time of payment or vesting or trigger any payment or of funding (through a grantor trust or otherwise) of compensation or benefits under, or materially increase the amount payable or trigger any other obligation under, any Company Employee PlanPlan or otherwise, or (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent Parent, to merge, amend or terminate any Company Employee Plan Plan. There is no contract, plan or arrangement (ivwritten or otherwise) result in covering any current or former Service Provider that, individually or collectively, could give rise to the payment of any “excess parachute payment” (as defined in amount that would not be deductible due to the application of Section 280G(b)(1280G or 162(m) of the Code). (fh) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, hospitalization or life or similar benefits (whether insured or self-insured) to any director, officer, current or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries Service Provider (other than coverage mandated by Applicable Law, including the Consolidated Omnibus Budget Reconciliation Act of 1985 (or COBRA)). (gi) Neither There is no action, suit, investigation, audit, proceeding or claim (other than routine claims for benefits) pending against or involving, or, to the Company nor Company’s knowledge, threatened against or involving any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for before any arbitrator or any Governmental Authority, including the benefit IRS or the Department of Company employees Labor that, if determined or dependents thereof who perform services or who are employed outside of resolved adversely in accordance with the United States (a “Non-U.S. Plan”)plaintiff’s demands, except as has not hadwould reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: . The Company and its Subsidiaries are, and have been since January 1, 2011, in compliance with all Applicable Laws with respect to labor relations, employment and employment practices, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (j) Each International Plan (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved maintained in compliance with its terms and Applicable Law, except for failures to comply or timely submitted for approval; no such approval has been revoked (norviolations that have not had and would not reasonably be expected to have, to individually or in the knowledge of the Companyaggregate, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; a Company Material Adverse Effect, (ii) if intended to be funded and/or book reservedqualify for special tax treatment, meets in all material respects all the requirements for such Non-U.S. Plan is fully funded and/or book reservedtreatment, as appropriate, based upon reasonable actuarial assumptions; and (iii) no material liability exists if required, to any extent, to be funded, book-reserved or reasonably could be imposed upon secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. To the assets Company’s knowledge as of the date of this Agreement, the consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to consummate any of the transactions contemplated hereby. (k) Neither the Company nor any of its Subsidiaries is or has been party to or subject to, or is currently negotiating in connection with entering into, any Collective Bargaining Agreement. There has not been any organizational campaign, petition or other unionization activity seeking recognition of a collective bargaining unit relating to any Service Provider. There are currently no, and since January 1, 2011 there have not been any, labor strikes, slowdowns, stoppages, picketings, interruptions of work or lockouts pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries by reason of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities.its

Employees and Employee Benefit Plans. (a) Section 4.17(a) 4.17 of the Company Disclosure Schedule sets forth contains a true correct and complete list as of the date of this Agreement of identifying each material Company Employee Plan and each Company Employee specifies whether such plan is a US Plan that is subject to ERISAor an International Plan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAUS Plan, the Company has made available provided to Parent (i) a copy of such plan document (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereofthereto, together with a copy of (if as applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description all trust agreements, insurance contracts or other funding arrangements and summary of material modificationsamendments thereto, (iii) the most recently filed Internal Revenue Service Forms 5500current prospectus or summary plan description and all summaries of material modifications thereto, (iv) the most recent favorable determination or opinion letter from the Internal Revenue ServiceIRS, (v) the most recently filed annual return/report (Form 5500) and accompanying schedules and attachments thereto, (vi) the most recently prepared actuarial reports report and financial statements in connection with each such Company Employee Plan, and (vivii) all documents and correspondence relating thereto received any notices from the last three years to or provided to from the IRS or any office or representative of the United States Department of Labor, the PBGC, the Internal Revenue Service Labor or any other Governmental Authority during relating to any compliance issues in respect of any such Employee Plan. For each material International Plan (other than such plans that are maintained by a Governmental Authority), the past yearCompany has provided to Parent copies of such International Plans or summaries of the material terms of such International Plans, and any notices from the last three years to or from any Governmental Authority relating to any compliance issues in respect of any such International Plan. (b) Neither The Company has provided to Parent a schedule that sets forth, for each employee of the Company or any of its Subsidiaries: (i) employee identification number, (ii) job title, (iii) annual base salary, (iv) most recent annual bonus received and current target annual bonus opportunity, (v) employing entity, (vi) hire date, (vii) primary work location, (viii) full- or part-time status and (ix) leave status (and, if on leave, the nature of the leave and the expected return date) (collectively, the “Employee Census”). Notwithstanding anything to the contrary in this Section 4.17(b), the information provided by the Company regarding employees will be anonymized to the extent reasonably necessary for compliance with Applicable Law. No Key Employee has notified the Company or any of its Subsidiaries in writing (or otherwise to the knowledge of the Company) that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within six months after the date hereof. (c) With respect to any Employee Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code, no non-exempt “prohibited transaction” (within the meaning of Section 4975 of the Code or Sections 406, 407 or 408 of ERISA) has occurred that has caused or would reasonably be expected to cause the Company or any of its Subsidiaries to incur any material liability under ERISA or the Code. No Employee Plan is, and neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during has in the last past six years, years sponsored, maintained, administered or contributed to (or had any obligation to contribute to), or has or is reasonably expected to have any direct or indirect liability (including on account of an ERISA Affiliate) (whether actual or contingent) with respect to, any plan that is (i) subject to Section 412 of the Code or Title IV of ERISAERISA (including, including any without limitation, and “multiemployer plan, ” (as defined in Section 3(37) of ERISA)), (ii) a “multiple employer plan” (as defined in Section 4063 or Section 4064 of ERISA); (iii) a defined benefit pension plan; or (iv) a voluntary employees’ beneficiary association under Section 501(c)(9) of the Code. (cd) Except as Each Employee Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A or 457A of the Code has not hadbeen established, individually maintained and operated in material compliance with all applicable requirements of Section 409A and 457A of the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or in otherwise reimburse any current or former Service Provider for any Tax incurred by such Service Provider under Section 409A, 457A or 4999 of the aggregate, a Company Material Adverse Effect, each Company Employee Code. (e) Each US Plan that is intended to be qualified under Section 401(a) of the Code has received been established pursuant to a favorable determination or preapproved prototype plan for which an IRS opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired been obtained, and, to the knowledge of the Company’s knowledge, no circumstances exist that would reasonably be expected to result in the loss of such qualification or any such opinion letter being revoked or not the Company’s reliance on same being reissued or a penalty under rejected by the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigationIRS. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Each US Plan is exempt from tax under Section 501(a) of the Code in compliance with and has been so exempt since its creation. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance in all material respects with its terms and all with the requirements of Applicable Law, including ERISA and the Code. Neither the Company nor any of its Subsidiaries has incurred, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves orand, to the Company’s knowledge, is threatened against or reasonably expected to involve, any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to Applicable Law, no events have occurred with respect to each director, officer, any US Plan that could result in payment or employee (including each former director, officer, assessment by or employee) of against the Company or any of its SubsidiariesSubsidiaries of, any material excise taxes or penalties under ERISA, the Code or other Applicable Law, including, without limitation, Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (f) All contributions, premiums and payments that are due have been made for each Employee Plan within the time periods prescribed by the terms of such plan and Applicable Law or, to the extent not due, are properly accrued to the extent required to be accrued under applicable accounting principles. There has been no written amendment, commitment or announcement to increase or enhance the payments or benefits provided under any Employee Plan that would reasonably be expected to materially increase the Company’s aggregate benefit and compensation expense above the aggregate benefit and compensation expense for the most recently completed fiscal year. (g) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will not, (either alone or together with any other event) will: (i) entitle any such individual current or former Service Provider to any payment or material benefit, including any bonus, retention, severance, or retirement or job security payment or benefitbenefit under any Employee Plan, (ii) enhance or accelerate the time of payment or vesting or trigger any payment or of funding (through a grantor trust or otherwise) of any compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee Plan, or (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent Parent, to merge, amend or terminate any Company Employee Plan (for the avoidance of doubt excluding International Plans mandated by Applicable Law). There is no Contract, plan or arrangement (ivwritten or otherwise) result covering any current or former Service Provider that is reasonably expected to, and no payment, benefit or other right that will be made or provided in connection with the payment of Merger (whether alone or in conjunction with any “other event, whether contingent or otherwise) is reasonably expected to, individually or collectively, give rise to any excess parachute payment” (as defined in payments within the meaning of Section 280G(b)(1) 280G of the Code). (fh) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, current or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries Service Provider (other than coverage mandated by Applicable Law, including the Consolidated Omnibus Budget Reconciliation Act of 1985). (gi) There is no action, suit, investigation, audit, proceeding or claim (other than routine claims for benefits) pending against, or, to the Company’s knowledge, threatened against or involving any Employee Plan before any arbitrator or any Governmental Authority, including the IRS or the Department of Labor. The Company and its Subsidiaries are, and have been since January 1, 2021, in compliance with all Applicable Laws with respect to labor relations, employment and employment practices, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes, except for failures to comply that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company and each of its Subsidiaries is, and since January 1, 2021 has been, in compliance with WARN, except for failures to comply that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (j) In the past three years, (i) no material allegations of sexual harassment have been made through the Company’s internal reporting procedures against any employee of the Company or its Subsidiaries, other than any allegations that the Company or Subsidiary thereof determined, after due inquiry, did not have merit and (ii) neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment or sexual misconduct by any employee. (k) Each International Plan (i) has been established and maintained in compliance in all material respects with its terms and Applicable Law, (ii) if intended to qualify for special tax treatment, complies in all material respects with all the requirements for such treatment and (iii) if required under Applicable Law, to any extent, to be funded, book-reserved or secured by an insurance policy, is funded, book-reserved or secured by an insurance policy, as applicable, to the extent required in accordance with Applicable Law or the terms of the applicable International Plan, based on reasonable actuarial assumptions in accordance with applicable accounting principles. (l) Neither the Company nor any of its Subsidiaries has is party to or subject to, or is currently negotiating in connection with entering into, any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 of the Code. (h) With respect to any Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to Collective Bargaining Agreement. To the knowledge of the Company, has revocation been threatened) and there are no event has occurred since and, during the three-year period ending on the date hereof, there has not been any organizational campaign, petition or other material unionization activity seeking recognition of a collective bargaining unit relating to any Service Provider. There are no, and for the most recent approval three-year period ending on the date hereof there have not been any, labor strikes, concerted work stoppages, picketing or application therefor lockouts pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries. There are no material unfair labor practice complaints pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving Service Providers. The consent of, or, except for failures to comply that is would not reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended be expected to be funded and/or book reservedmaterial, such Non-U.S. Plan is fully funded and/or book reservedthe consultation of, as appropriateor notification to, based upon reasonable actuarial assumptions; (iii) no material liability exists any labor or reasonably could be imposed upon the assets trade union, works council, or other employee representative body representing employees of the Company or any of its Subsidiaries by reason is not required for the Company to enter into this Agreement or to consummate any of such Non-U.S. Plan; and (iv) the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilitiestransactions contemplated hereby.

Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Company Disclosure Schedule sets forth contains a true correct and complete list as of identifying each material US Plan. Not later than fifteen calendar days after the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISAhereof, the Company will provide Parent with a revised version of such schedule that contains a correct and complete list identifying each material International Plan. The Company has made available provided to Parent a copy of such plan each material US Plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereofand, together with a copy of (if applicable) as applicable for each such US Plan, (i) each trustall trust agreements, insurance contracts or other funding arrangementarrangements and amendments thereto, (ii) each the current prospectus or summary plan description and summary all summaries of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue ServiceIRS, (iv) the most recently filed annual return/report (Form 5500) and accompanying schedules and attachments thereto and (v) the most recently prepared actuarial reports report and financial statements in connection with statements. Not later than fifteen calendar days after the date hereof, the Company will provide Parent a copy of each material International Plan (or a description, if such plan is not written) and all amendments thereto and, as applicable for each such Company Employee International Plan, documents that are substantially comparable (taking into account differences in Applicable Law and (vipractices) all documents and correspondence relating thereto received from or provided to the Department documents required to be provided in clauses (i) through (v) in the preceding sentence. None of Labor, the PBGC, documents referenced in the Internal Revenue Service preceding sentence (or any other Governmental Authority during liability or obligation thereunder) would, individually or in the past yearaggregate, reasonably be expected to result in a Company Material Adverse Effect. (b) Neither Not later than fifteen calendar days after the date hereof, the Company nor will provide Parent with a schedule that sets forth, for each employee of the Company or any of its ERISA Affiliates Subsidiaries, to the extent permitted by Applicable Law, his or her name, title, annual base salary, most recent annual bonus received and current annual bonus opportunity, employer, hire date, location, whether full or part time and whether active or on leave (nor any predecessor and, if on leave, the nature of any such entity) sponsorsleave and the expected return date). Five Business Days prior to the Closing Date, maintainsthe Company will provide Parent with a revised version of the schedule described in the immediately preceding sentence, administers or contributes updated as of ten Business Days prior to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISAClosing Date. (c) With respect to any Employee Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code, no non-exempt prohibited transaction has occurred that has caused or would reasonably be expected to cause the Company or any of its Subsidiaries to incur any material liability under ERISA or the Code. Except as has not hadhad and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each neither the Company nor any of its Subsidiaries has or is expected to incur any liability under Title IV of ERISA with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them or any ERISA Affiliate. With respect to any “multiemployer plan” (as defined in Section 3(37) of ERISA) contributed to, or previously contributed to, by the Company or any ERISA Affiliate, neither the Company nor any ERISA Affiliate has incurred any material withdrawal liability under Title IV of ERISA that remains unsatisfied or expects to incur any such liability, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Each Employee Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A or 457A of the Code is in documentary compliance with, and has been operated and administered in all material respects in compliance with, Section 409A or 457A of the Code, as applicable, and the guidance issued by the IRS thereunder. Neither the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any current or former Service Provider for any Tax incurred by such Service Provider, including under Section 409A, 457A or 4999 of the Code. (e) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or opinion letter has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired IRS, and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such determination letter being revoked or not being reissued or a penalty under the Internal Revenue Service IRS Closing Agreement Program if discovered during an Internal Revenue Service IRS audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each Each trust created under any such Company Employee Plan is exempt from tax Tax under Section 501(a) of the Code and has been so exempt since its creation. (d) Except as . Each Employee Plan has been maintained in compliance with its terms and with the requirements of Applicable Law, including ERISA and the Code, except for failures to comply or violations that have not hadhad and would not reasonably be expected have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company . No events have occurred with respect to any Employee Plan has been maintained that could reasonably be expected to result in compliance with its terms and all Applicable Law, including payment or assessment by or against the Company of any material excise taxes under ERISA and or the Code, and . (iif) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not hadwould not, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, be material to the Company’s knowledgeCompany and its Subsidiaries, is threatened against or reasonably expected to involvetaken as a whole, any Company all contributions, premiums and payments that are due have been made for each Employee Plan before any Governmental Authority, including within the Internal Revenue Service, time periods prescribed by the Department terms of Labor or the PBGC. (e) Except as provided under this Agreement or pursuant to such plan and Applicable Law, with respect and all contributions, premiums and payments for any period ending on or before the Closing Date that are not due are properly accrued to each directorthe extent required to be accrued under applicable accounting principles. There has been no amendment to, officer, written interpretation of or employee announcement (including each former director, officer, whether or employeenot written) of by the Company or any of its SubsidiariesSubsidiaries relating to, or change in employee participation or coverage under, any Employee Plan that would materially increase the expense of maintaining such plan above the level of expense incurred in respect thereof for the most recently completed fiscal year. (g) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will not, (either alone or together with any other event: ) will (i) entitle any such individual current or former Service Provider to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) enhance any benefits or accelerate the time of payment or vesting or trigger any payment or of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation under, any Company Employee PlanPlan or otherwise, or (iii) contractually limit or restrict the right of the Company or any of its Subsidiaries or, after the Closing, Parent Parent, to merge, amend or terminate any Company Employee Plan Plan. There is no contract, plan or arrangement (ivwritten or otherwise) result in covering any current or former Service Provider that, individually or collectively, could give rise to the payment of any “excess parachute payment” (as defined in amount that would not be deductible due to the application of Section 280G(b)(1) 280G of the Code). (fh) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any material post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, current or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries Service Provider (other than (i) coverage mandated by Applicable Law, including the Consolidated Omnibus Budget Reconciliation Act of 1985 (or COBRA) or (ii) any liability for which an accrual or reserve has been included in the consolidated balance sheet of the Company as of March 31, 2015 (to the extent of the accrual or reserve therefor) pursuant to the Employee Plans listed in Section 4.17(h) of the Company Disclosure Schedule). (gi) Neither There is no action, suit, investigation, audit, proceeding or claim (or any basis therefore) (other than routine claims for benefits) pending against or involving, or, to the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Person for any Tax incurred by such Person under Section 409A or 4999 knowledge of the Code. (h) With respect to Company, threatened against or involving any Company Employee Plan for before any arbitrator or any Governmental Authority, including the benefit IRS or the Department of Company employees Labor that, if determined or dependents thereof who perform services or who are employed outside of resolved adversely in accordance with the United States (a “Non-U.S. Plan”)plaintiff’s demands, except as has not hadwould reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: . The Company and its Subsidiaries are, and have been since the Applicable Date, in compliance with all Applicable Laws with respect to labor relations, employment and employment practices, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (j) Each International Plan (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved maintained in compliance with its terms and Applicable Law, except for failures to comply or timely submitted for approval; no such approval has been revoked (norviolations that have not had and would not reasonably be expected to have, to individually or in the knowledge of the Companyaggregate, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; a Company Material Adverse Effect, (ii) if intended to be funded and/or book reservedqualify for special tax treatment, in all material respects meets the requirements for such Non-U.S. Plan is fully funded and/or book reservedtreatment, as appropriate, based upon reasonable actuarial assumptions; and (iii) no material liability exists if required, to any extent, to be funded, book-reserved or reasonably could be imposed upon secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on permitted actuarial assumptions in accordance with applicable accounting principles. (k) Section 4.17(k) of the assets Company Disclosure Schedule sets forth an accurate and complete list of any collective bargaining agreement or other agreement with a labor union or like organization that the Company or any of its Subsidiaries by reason is a party to or otherwise bound by, or, as of the date of this Agreement, is negotiating (each, a “Collective Bargaining Agreement”) with respect to employees of the Company and its Subsidiaries located in North America or South America. Not later than fifteen calendar days after the date hereof, the Company will provide Parent with a revised version of such Non-U.S. Plan; schedule that contains a correct and complete list identifying each Collective Bargaining Agreement with respect to all employees of the Company and its Subsidiaries. None of the Collective Bargaining Agreements referenced in the preceding sentence (ivor any liability or obligation thereunder) would, individually or in the financial statements of such Non-U.S. Plan (if any) accurately reflect such Non-U.S. Plan’s liabilities.aggregate, reasonably be expected to result in a Company Material Adverse

Employees and Employee Benefit Plans. (a) Section 4.17(a3.13(a) of the Company Disclosure Schedule sets forth contains a true and complete list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to ERISABenefit Plan. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the The Company has made available to Parent a copy copies of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trustmaterial Company Benefit Plan (or, insurance or other funding arrangementwith respect to any unwritten material Company Benefit Plan, a written description thereof) and (ii) each summary plan description and summary of material modificationsto the extent applicable, (iii) the most recently filed Internal Revenue Service Forms 5500, (ivA) the most recent annual report on Form 5500 filed and all schedules thereto filed with respect to such Company Benefit Plan, (B) each current trust agreement, insurance contract or policy, group annuity contract and any other funding arrangement relating to such Company Benefit Plan, (C) a current Internal Revenue Service opinion or favorable determination or opinion letter from the Internal Revenue Serviceletter, and (vD) the most recently prepared actuarial reports and financial statements in connection recent summary plan description, if any, required under ERISA with each respect to such Company Employee Benefit Plan. For purposes of this Section 3.13(a), and (vi) all documents and correspondence relating thereto received from for the avoidance of doubt, a Company Benefit Plan that is an employment, severance, change in control or provided to similar Contract with any employee, director or consultant of the Department of Labor, the PBGC, the Internal Revenue Service Company or any other Governmental Authority during the past yearof its Subsidiaries shall be considered to be material if it provides for aggregate base compensation or payments in excess of $200,000 in any 12-month period. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has would not had, individually or in the aggregate, constitute a Company Material Adverse Effect, (i) each Company Employee Benefit Plan has been maintained in compliance with its terms and with the requirements of applicable Law, and (ii) all employer contributions, premiums and expenses to or in respect of each Company Benefit Plan have been paid in full or, to the extent not yet due, have been adequately accrued on the applicable financial statements of the Company included in the Company SEC Documents in accordance with GAAP. Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has either received a favorable determination or opinion letter from the Internal Revenue Service or has applied to may rely on a favorable opinion letter Table of Contents issued by the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge Knowledge of the Company, no circumstances exist nothing has occurred that would reasonably be expected to result in any such letter being revoked adversely affect the qualification or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each trust created under tax exemption of any such Company Employee Benefit Plan. (c) No Company Benefit Plan is exempt from tax subject to Title IV of ERISA or Section 412 of the Code. During the immediately preceding six (6) years, no liability under Section 501(a) 302 or Title IV of ERISA has been incurred by the Company, its Subsidiaries or their respective ERISA Affiliates that has not been satisfied in full, and, to the Knowledge of the Code and has been so exempt since Company, no condition exists that presents a risk to the Company, its creationSubsidiaries or any such ERISA Affiliates of incurring any such liability. (d) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code, and (ii) each Company Employee Plan is fully funded in accordance with its terms and all Applicable Laws and generally accepted actuarial principles and practices. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to None of the Company’s knowledge, is threatened against its Subsidiaries or reasonably expected any of their respective ERISA Affiliates has within the last six (6) years contributed to involve, or been required to contribute to any Company Employee Plan before any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGCMultiemployer Plan. (e) Except as provided under this Agreement No Company Benefit Plan provides health insurance, life insurance or pursuant death benefits to Applicable Law, with respect to each director, officer, current or employee (including each former director, officer, or employee) employees of the Company or any of its SubsidiariesSubsidiaries beyond their retirement or other termination of service, other than as required by Section 4980B of the Code at the sole expense of the former employee. (f) Except as expressly provided under this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will not, either (alone or together in combination with any other event: ) (i) entitle any such individual officer, director or employee of the Company or any of its Subsidiaries to any payment severance or benefit, including any bonus, retention, severance, retirement or job security payment or benefittermination pay, (ii) accelerate the time of payment or vesting vesting, result in any forgiveness of indebtedness or trigger any payment or of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation underpursuant to, any Company Employee Benefit Plan, or (iii) contractually limit result in any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any officer, director or restrict the right employee of the Company or any of its Subsidiaries or, after the Closing, Parent to merge, amend or terminate any Company Employee Plan or (iv) result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). (f) Neither the Company nor any of its Subsidiaries has any current or projected liability for, and no Company Employee Plan provides or promises, any post-employment or post-retirement medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries (other than coverage mandated by Applicable Law). (g) Subsidiaries. Neither the Company nor any of its Subsidiaries has any obligation to provide, and no Company Benefit Plan or other agreement provides any individual with the right to, a gross-up, indemnify indemnification, reimbursement, make-whole or otherwise reimburse any Person other payment for any Tax excise or additional Taxes, interest or penalties incurred by such Person under 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. (hg) With respect to any No Company Employee Plan for the benefit of Company employees or dependents thereof who perform services or who are employed outside of the United States (a “Non-U.S. Plan”), except as has not had, individually or in the aggregate, a Company Material Adverse Effect: (i) if required to have been approved by any non-U.S. Governmental Authority (or permitted to have been approved to obtain any beneficial Tax or other status), such Non-U.S. Plan has been so approved or timely submitted for approval; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor that is reasonably likely to affect any such approval or increase the costs relating thereto; (ii) if intended to be funded and/or book reserved, such Non-U.S. Benefit Plan is fully funded and/or book reservedmaintained, as appropriate, based upon reasonable actuarial assumptions; (iii) no material liability exists or reasonably could be imposed upon the assets covers any employees of the Company or any of its Subsidiaries by reason working, outside the jurisdiction of the United States or the United Kingdom. (h) Neither the Company nor any of its Subsidiaries (i) has agreed or been compelled to recognize any labor union or labor organization, nor has any labor union or labor organization been certified as the exclusive bargaining representative of any employees of the Company or any of its Subsidiaries, (ii) is a party to or otherwise bound by, or currently negotiating, any collective bargaining agreement or other Contract with a labor union or labor organization or (iii) is the subject of any proceeding seeking to compel it to bargain with any labor union or labor organization or other union organizational campaign seeking to authorize union representation, nor, to the Knowledge of the Company, is any such Non-U.S. Plan; proceeding or campaign Table of Contents threatened, and no such proceeding or campaign has been pending or conducted within the past three (3) years. Except as would not constitute a Company Material Adverse Effect, (A) no labor strike, slowdown, work stoppage, lockout, or other labor controversy is in effect or, to the Knowledge of the Company, threatened, and neither the Company nor any of its Subsidiaries has experienced any such labor controversy within the past three (3) years, and (ivB) the financial statements Company and its Subsidiaries are in compliance with all applicable Laws respecting labor, employment and the termination thereof, fair employment practices, terms and conditions of such Nonemployment, workers’ compensation, occupational safety and health requirements, plant closings and mass layoffs, wages and hours, withholding of Taxes, classification of employees as exempt or non-U.S. Plan (if any) accurately reflect such Nonexempt from overtime pay requirements, classification of individuals as employees or non-U.S. Plan’s liabilitiesemployee contractors or consultants, the provision of meal and rest breaks, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and unemployment insurance and related matters. Except as would not constitute a Company Material Adverse Effect, no action, arbitration, audit, complaint, charge, inquiry, investigation, or proceeding by or on behalf of any employee, prospective employee, former employee or labor organization of the employees of the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices.