Common use of Employees and Employee Benefits Clause in Contracts

Employees and Employee Benefits. (a) Schedule 3.10(a) sets forth a correct and complete list of all Employee Plans in effect on the date of this Agreement. (b) With respect to each Employee Plan that is maintained under the laws of the United States (each a “U.S. Benefit Plan”): (i) except as set forth on Schedule 3.10(b)(i), no U.S. Benefit Plan is subject to Title IV of ERISA. To Seller’s Knowledge, no assets of the Longhorn Entities are subject to a lien under Section 4064 or 4068 of ERISA; (ii) each U.S. Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has either received a favorable determination letter from the IRS as to its qualified status or the remedial amendment period for such U.S. Benefit Plan has not yet expired, and, to the Knowledge of Seller, no event has occurred that is reasonably likely to result in such U.S. Benefit Plan losing its tax-qualified status; (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each U.S. Benefit Plan has been operated in compliance with all Legal Requirements, and each U.S. Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been in compliance in form and in operation with Section 409A of the Code; (iv) to the Knowledge of Seller, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code other than a transaction that is exempt under a statutory or administrative exemption) with respect to any U.S. Benefit Plan that could reasonably be expected to result in a material Liability to any Longhorn Entity; (v) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no U.S. Benefit Plan constitutes a multiemployer plan (within the meaning of Section 3(37) of ERISA), and neither Longhorn nor any of its ERISA Affiliates has, in the past six years, contributed to or otherwise had any Liability in connection with (i) any multiemployer plan (within the meaning of Section 3(37) of ERISA) or (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which any Longhorn Entity could reasonably be expected to incur any Liability under Section 4063 or 4064 of ERISA; (vi) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each U.S. Benefit Plan that is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code (other than a Multiemployer Plan): (A) no reportable event (within the meaning of Section 4043 of ERISA, other than an event for which the reporting requirements have been waived by regulations) has occurred in the current plan year or in the previous two plan years of such U.S. Benefit Plan; (B) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code) for which an excise tax is due (or would have been due in the absence of a waiver) as of the most recently ended plan year of such U. S. Benefit Plan; (C) all premiums (and interest charges and penalties for late payment, if applicable) due prior to the date of this Agreement have been paid when due to the PBGC; and (D) no filing has been made by Seller or any ERISA Affiliate with the PBGC and no proceeding has been commenced by the PBGC to terminate any U.S. Benefit Plan and, to the Knowledge of Seller, no condition exists prior to the date of this Agreement which could constitute grounds for the termination of any such U.S. Benefit Plan by the PBGC; and (vii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no existing circumstances nor the transactions contemplated by this Agreement could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Title IV of ERISA, other than for payment of premiums to the PBGC, and no existing circumstances exist that could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Section 4971 of the Code. (c) Except as disclosed on Schedule 3.10(c), with respect to each Employee Plan that is maintained primarily for the benefit of Longhorn Employees employed in countries other than the United States (each a “Foreign Benefit Plan”): (i) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan is in compliance with all Legal Requirements; (ii) except for accrued benefits under the Foreign Benefit Plan and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no material Liability exists or reasonably could be imposed upon the assets of any Longhorn Entity by reason of such Foreign Benefit Plan; and (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan required to be registered has been registered and maintained in all respects in good standing with applicable Governmental Entities. (d) Seller has made available to Buyer complete copies of (i) each Employee Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, and all amendments thereto, (ii) the most recent annual reports (Form 5500 series) filed with the IRS with respect to each U.S. tax-qualified retirement plan, (iii) the most recent determination or opinion letter, if any, issued by the IRS with respect to any U.S. Benefit Plan and any pending request for such a determination letter, (iv) with respect to each U.S. Benefit Plan, all filings made with any Governmental Entities with respect to any voluntary compliance, tax qualification or other programs, other than routine filings of premiums or informational returns, and (v) with respect to each U.S. Benefit Plan that is subject to Title IV of ERISA, the most recent valuation report. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all contributions due with respect to any Employee Plan have been made in all material respects as required and have been accrued on the Financial Statements in accordance with GAAP (except as indicated in the notes thereto). (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no actions, claims, lawsuits or arbitrations pending or, to the Knowledge of Seller, threatened in writing with respect to any Employee Plan other than routine claims for benefits, and there are no audits, inquiries or proceedings pending or, to the Knowledge of Seller, threatened by any Governmental Entity with respect to any Employee Plan. (g) Except as disclosed on Schedule 3.10(g), the execution of this Agreement and the consummation of the transactions contemplated hereby (alone or together with any other event) will not (i) entitle any Person to any material payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Employee Plan, (ii) otherwise trigger any material acceleration (of vesting or payment of benefits or otherwise) under or with respect to any Employee Plan, or (iii) trigger any obligation to materially fund any Employee Plan. No benefit that is or may become payable as a result of the consummation of the transactions contemplated hereby shall constitute an excess parachute payment (as defined in Section 280G(b)(1) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. (h) No Employee Plan provides for retiree medical or other material post-employment welfare benefits (except COBRA or similar coverage required by applicable law). No Longhorn Entity maintains any welfare benefit trust that is intended to be exempt from federal income tax under Section 501(c)(9) of the Code. (i) After payment of the Compensatory Award Consideration pursuant to Section 1.4, including any related Taxes, neither Longhorn nor any Longhorn Entity shall have any liability with respect to any award granted under the Longhorn Incentive Plan, or any other equity award granted to an employee, former employee, independent contractor or former independent contractor of a Longhorn Entity, that was granted on or before the Closing Date.

Employees and Employee Benefits. (a) Schedule 3.10(a) sets forth a correct and complete list of all Employee Plans in effect on the date of this Agreement. (b) With respect to each Employee Plan that is maintained under the laws of the United States (each a “U.S. Benefit Plan”): (i) except as set forth on Schedule 3.10(b)(i), no U.S. Benefit Plan is subject to Title IV of ERISA. To Seller’s Knowledge, no assets of the Longhorn Entities are subject to a lien under Section 4064 or 4068 of ERISA; (ii) each U.S. Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has either received a favorable determination letter from the IRS as to its qualified status or the remedial amendment period for such U.S. Benefit Plan has not yet expired, and, to the Knowledge of Seller, no event has occurred that is reasonably likely to result in such U.S. Benefit Plan losing its tax-qualified status; (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each U.S. Benefit Plan has been operated in compliance with all Legal Requirements, and each U.S. Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been in compliance in form and in operation with Section 409A of the Code; (iv) to the Knowledge of Seller, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code other than a transaction that is exempt under a statutory or administrative exemption) with respect to any U.S. Benefit Plan that could reasonably be expected to result in a material Liability to any Longhorn Entity; (v) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no U.S. Benefit Plan constitutes a multiemployer plan (within the meaning of Section 3(37) of ERISA), and neither Longhorn nor any of its ERISA Affiliates has, in the past six years, contributed to or otherwise had any Liability in connection with (i) any multiemployer plan (within the meaning of Section 3(37) of ERISA) or (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which any Longhorn Entity could reasonably be expected to incur any Liability under Section 4063 or 4064 of ERISA; (vi) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each U.S. Benefit Plan that is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code (other than a Multiemployer Plan): (A) no reportable event (within the meaning of Section 4043 of ERISA, other than an event for which the reporting requirements have been waived by regulations) has occurred in the current plan year or in the previous two plan years of such U.S. Benefit Plan; (B) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code) for which an excise tax is due (or would have been due in the absence of a waiver) as of the most recently ended plan year of such U. S. Benefit Plan; (C) all premiums (and interest charges and penalties for late payment, if applicable) due prior to the date of this Agreement have been paid when due to the PBGC; and (D) no filing has been made by Seller or any ERISA Affiliate with the PBGC and no proceeding has been commenced by the PBGC to terminate any U.S. Benefit Plan and, to the Knowledge of Seller, no condition exists prior to the date of this Agreement which could constitute grounds for the termination of any such U.S. Benefit Plan by the PBGC; and (vii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no existing circumstances nor the transactions contemplated by this Agreement could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Title IV of ERISA, other than for payment of premiums to the PBGC, and no existing circumstances exist that could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Section 4971 of the Code. (c) Except as disclosed on Schedule 3.10(c), with respect to each Employee Plan that is maintained primarily for the benefit of Longhorn Employees employed in countries other than the United States (each a “Foreign Benefit Plan”): (i) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan is in compliance with all Legal Requirements; (ii) except for accrued benefits under the Foreign Benefit Plan and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no material Liability exists or reasonably could be imposed upon the assets of any Longhorn Entity by reason of such Foreign Benefit Plan; and (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan required to be registered has been registered and maintained in all respects in good standing with applicable Governmental Entities. (d) Seller has made available to Buyer complete copies of (i) each Employee Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, and all amendments thereto, (ii) the most recent annual reports (Form 5500 series) filed with the IRS with respect to each U.S. tax-qualified retirement plan, (iii) the most recent determination or opinion letter, if any, issued by the IRS with respect to any U.S. Benefit Plan and any pending request for such a determination letter, (iv) with respect to each U.S. Benefit Plan, all filings made with any Governmental Entities with respect to any voluntary compliance, tax qualification or other programs, other than routine filings of premiums or informational returns, and (v) with respect to each U.S. Benefit Plan that is subject to Title IV of ERISA, the most recent valuation report. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (i) each Parent Benefit Plan that is intended to be qualified under Section 401(a) of the Code is and has been so qualified in form, and (ii) each Parent Benefit Plan is and has been operated and maintained in compliance with its terms and the provisions of all contributions due with respect applicable Laws, rules and regulations, including, without limitation, ERISA and the Code (b) Section 4.14(b) of the Parent Disclosure Letter sets forth (i) each Parent Benefit Plan that is subject to any Employee Title IV or Section 302 of ERISA or Section 412 of the Code (each, a “Pension Plan”) and (ii) each Parent Benefit Plan have been made in all material respects as required and have been accrued on that is a “multiemployer plan” within the Financial Statements in accordance with GAAP meaning of Section 3(37) of ERISA (except as indicated in the notes theretoeach, a “Multiemployer Plan”). (f) . Except as would not, individually or in the aggregate, have a Parent Material Adverse Effect, with respect to each Pension Plan that any Parent Party (or any entity treated as a single employer with any Parent Party for purposes of Section 414 of the Code or Section 4001(a)(14) of ERISA (the “Parent Aggregated Group”)) has maintained within the last six years or had any obligation to contribute to within the past six years, (i) except for an event described in Section 4043(c)(3) of ERISA, there has, during the past six years, been no “reportable event,” as that term is defined in Section 4043 of ERISA, for which the 30-day reporting requirement has not been waived, and the transactions contemplated by this Agreement will not result in such a “reportable event” for which a waiver does not apply, (ii) none of the Parent Group Entities or any member of the Parent Aggregated Group has incurred any direct or indirect liability under Title IV of ERISA other than liability for premiums to the Pension Benefit Guaranty Corporation that have been timely paid and other than any liabilities for which the Parent Group Entities have no direct or indirect responsibility or obligation (other than with respect to the Parent Partnership Agreement), (iii) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived that, in either case, would reasonably be expected to give rise to a Lien on any of the assets of the Parent Group Entities, (iv) no such Pension Plan is in “at risk” status, within the meaning of Section 430 of the Code or Section 303 of ERISA, and (v) no notice of intent to terminate any such Pension Plan has been filed with the Pension Benefit Guaranty Corporation, no amendment terminating any such Pension Plan has been adopted and no proceedings to terminate any such Pension Plan have been instituted by the Pension Benefit Guaranty Corporation. Except as would not, individually or in the aggregate, have a Parent Material Adverse Effect, there are (A) no actionsMultiemployer Plan is, claimsor is reasonably expected to be, lawsuits insolvent or arbitrations in reorganization, or in “critical” or “endangered” status as defined in Section 432 of the Code or Section 305 of ERISA, and (B) none of the Parent Group Entities nor any member of the Parent Aggregated Group has or may reasonably be expected to incur any withdrawal liability (as defined in Section 4201 of ERISA) with respect to any Multiemployer Plan. (c) No action is pending or, to the Knowledge of Sellerthe Parent Parties, threatened against, by or on behalf of any Parent Benefit Plan or the assets, fiduciaries or administrators thereof (other than claims for benefits in writing the ordinary course) that would have a Parent Material Adverse Effect. No Parent Benefit Plan and none of the Parent Parties with respect to any Employee Parent Benefit Plan is the subject of an audit or investigation by the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any other than routine claims for benefitsgovernmental authority, and there are no audits, inquiries nor is any such audit or proceedings investigation pending or, to the Knowledge of Sellerthe Parent Parties, threatened by that would have a Parent Material Adverse Effect. None of the assets of any Governmental Parent Group Entity with respect is, or may reasonably be expected to any Employee Plan. (g) Except as disclosed on Schedule 3.10(g)become, the execution subject of this Agreement and the consummation of the transactions contemplated hereby (alone any Lien arising under ERISA or together with any other event) will not (i) entitle any Person to any material payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Employee Plan, (ii) otherwise trigger any material acceleration (of vesting or payment of benefits or otherwise) under or with respect to any Employee Plan, or (iii) trigger any obligation to materially fund any Employee Plan. No benefit that is or may become payable as a result of the consummation of the transactions contemplated hereby shall constitute an excess parachute payment (as defined in Section 280G(b)(1) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Codehave a Parent Material Adverse Effect. (h) No Employee Plan provides for retiree medical or other material post-employment welfare benefits (except COBRA or similar coverage required by applicable law). No Longhorn Entity maintains any welfare benefit trust that is intended to be exempt from federal income tax under Section 501(c)(9) of the Code. (i) After payment of the Compensatory Award Consideration pursuant to Section 1.4, including any related Taxes, neither Longhorn nor any Longhorn Entity shall have any liability with respect to any award granted under the Longhorn Incentive Plan, or any other equity award granted to an employee, former employee, independent contractor or former independent contractor of a Longhorn Entity, that was granted on or before the Closing Date.

Employees and Employee Benefits. (a) Set forth on Schedule 3.10(a6.12(a) sets forth is a correct true and complete list listing of (i) all written employment and consulting agreements to which the Company is a party; (ii) all confidentiality or other agreements between the Company and its employees protecting proprietary processes or information; and (iii) all Employee Plans in effect Plans. A true and complete copy of each agreement, plan or arrangement listed on Schedule 6.12(a), and, where applicable, a copy of the date of this Agreementmost recent IRS Determination Letter received, and the three most recent IRS Forms 5500 filed, including all schedules and exhibits filed with that 5500, with respect to each such agreement, plan or arrangement, has been furnished to Buyer. (b) With respect Except as set forth on Schedule 6.12(b), the Employee Plans have been administered in accordance with their terms and all applicable provisions of ERISA, the Code and state law. The Company has made all payments to all Employee Plans as required by the terms of each such plan and applicable law. (c) Except as set forth on Schedule 6.12(c), the IRS has issued a letter for each Employee Plan that is maintained an employee pension benefit plan, as defined in Section 3(2) of ERISA, which is intended to be a qualified plan, determining that such plan is so qualified under the laws Section 401(a) of the Code as amended through the effective dates of the legislation referred to as “GUST” and is exempt from United States (each a “U.S. Benefit Plan”):Federal Income Tax under Section 501(a) of the Code, and there has been no occurrence, including any amendment or failure to amend, since the date of any such determination letter that has adversely affected such qualification. (id) except Except as set forth on Schedule 3.10(b)(i6.12(d), no U.S. Benefit Plan is subject neither the Company nor any ERISA Affiliate has contributed to, or been required to Title IV contribute to, during any period with respect to which any relevant statute of limitations remains open, any multiemployer plan as defined by Section 3(37) of ERISA. To Seller’s Knowledge, no assets of nor has the Longhorn Entities are subject to a lien under Section 4064 Company or 4068 of ERISA; (ii) each U.S. Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has either received a favorable determination letter from the IRS as to its qualified status or the remedial amendment period for such U.S. Benefit Plan has not yet expired, and, to the Knowledge of Seller, no event has occurred that is reasonably likely to result in such U.S. Benefit Plan losing its tax-qualified status; (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each U.S. Benefit Plan has been operated in compliance with all Legal Requirements, and each U.S. Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been in compliance in form and in operation with Section 409A of the Code; (iv) to the Knowledge of Seller, there has been no prohibited transaction (any ERISA Affiliate incurred any withdrawal liability within the meaning of Section 406 4201 of ERISA or Section 4975 of the Code other than a transaction that is exempt under a statutory or administrative exemption) with respect to any U.S. multiemployer plan or have any potential withdrawal liability arising from a transaction described in Section 4204 of ERISA. (e) None of the Employee Plans which is an employee welfare benefit plan, within the meaning of Section 3(l) of ERISA, provides benefits to retirees or other former employees of the Company, regardless of whether such benefits are vested and the Company has not terminated any employee welfare benefit plan providing benefits to retirees. The Company and each ERISA Affiliate have complied with the notice and continuation coverage requirements of section 4980B of the Code and the regulations thereunder, including, without limitation, the “M&A regulations” issued as Treasury Regulations § 54.4980B-9, with respect to each Employee Welfare Benefit Plan that is, or was during any taxable year of the Company or any ERISA Affiliate for which the statute of limitations on the assessment of federal income taxes remains open, by consent or otherwise, a group health plan within the meaning of section 5000(b)(1) of the Code. (f) No ERISA Affiliate has incurred any liability which could reasonably be expected subject Buyer or the Company to result in a material Liability liability under Section 4062, 4063, 4064 or 4069 of ERISA, nor has any ERISA Affiliate, during any period with respect to which any relevant statute of limitations remains open, been required to contribute to, or incurred any withdrawal liability, within the meaning of Section 4201 of ERISA to any Longhorn Entity; (v) except as would notmultiemployer pension plan, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no U.S. Benefit Plan constitutes a multiemployer plan (within the meaning of Section 3(37) of ERISA), and neither Longhorn ERISA nor any of its ERISA Affiliates has, in the past six years, contributed to or otherwise had any Liability in connection with (i) any multiemployer plan (within the meaning of Section 3(37) of ERISA) or (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which any Longhorn Entity could reasonably be expected to incur any Liability under Section 4063 or 4064 of ERISA; (vi) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each U.S. Benefit Plan that is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code (other than a Multiemployer Plan): (A) no reportable event (within the meaning of Section 4043 of ERISA, other than an event for which the reporting requirements have been waived by regulations) has occurred in the current plan year or in the previous two plan years of such U.S. Benefit Plan; (B) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code) for which an excise tax is due (or would have been due in the absence of a waiver) as of the most recently ended plan year of such U. S. Benefit Plan; (C) all premiums (and interest charges and penalties for late payment, if applicable) due prior to the date of this Agreement have been paid when due to the PBGC; and (D) no filing has been made by Seller or does any ERISA Affiliate with the PBGC and no proceeding has been commenced by the PBGC to terminate have any U.S. Benefit Plan and, to the Knowledge of Seller, no condition exists prior to the date of this Agreement which could constitute grounds for the termination of any such U.S. Benefit Plan by the PBGC; and (vii) except as would not, individually or potential withdrawal liability arising from a transaction described in the aggregate, reasonably be expected to have a Material Adverse Effect, no existing circumstances nor the transactions contemplated by this Agreement could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Title IV Section 4204 of ERISA, other than for payment of premiums to the PBGC, and no existing circumstances exist that could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Section 4971 of the Code. (c) Except as disclosed on Schedule 3.10(c), with respect to each Employee Plan that is maintained primarily for the benefit of Longhorn Employees employed in countries other than the United States (each a “Foreign Benefit Plan”): (i) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan is in compliance with all Legal Requirements; (ii) except for accrued benefits under the Foreign Benefit Plan and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no material Liability exists or reasonably could be imposed upon the assets of any Longhorn Entity by reason of such Foreign Benefit Plan; and (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan required to be registered has been registered and maintained in all respects in good standing with applicable Governmental Entities. (d) Seller has made available to Buyer complete copies of (i) each Employee Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, and all amendments thereto, (ii) the most recent annual reports (Form 5500 series) filed with the IRS with respect to each U.S. tax-qualified retirement plan, (iii) the most recent determination or opinion letter, if any, issued by the IRS with respect to any U.S. Benefit Plan and any pending request for such a determination letter, (iv) with respect to each U.S. Benefit Plan, all filings made with any Governmental Entities with respect to any voluntary compliance, tax qualification or other programs, other than routine filings of premiums or informational returns, and (v) with respect to each U.S. Benefit Plan that is subject to Title IV of ERISA, the most recent valuation report. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all contributions due with respect to any Employee Plan have been made in all material respects as required and have been accrued on the Financial Statements in accordance with GAAP (except as indicated in the notes thereto). (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no actions, claims, lawsuits or arbitrations pending or, to the Knowledge of Seller, threatened in writing with respect to any Employee Plan other than routine claims for benefits, and there are no audits, inquiries or proceedings pending or, to the Knowledge of Seller, threatened by any Governmental Entity with respect to any Employee Plan. (g) Except as disclosed set forth on Schedule 3.10(g6.12(g), the assets of each Employee Plan that is a defined benefit pension plan, as defined by Section 3(35) of ERISA maintained or contributed to by the Company or any ERISA Affiliate and subject to Title IV of ERISA (other than any multiemployer plan) are at least equal to the liabilities for accrued benefits under such Employee Plan, determined in accordance with Statement of Financial Accounting Standards No. 87. No such Employee Plan has incurred any accumulated funding deficiency or requested a waiver of the minimum funding standards of section 412 of the Code or Section 302 of ERISA. The Company has furnished to Buyer the most recent actuarial report with respect to each such Employee Plan. (h) Other than routine claims for benefits made in the ordinary course of business, there are no pending claims, investigations or causes of action (“Claims”) and to the Knowledge of the Company, no such Claims are threatened, against any Employee Plan or fiduciary of any such Employee Plan by any participant, beneficiary or Governmental Entity with respect to the qualification or administration of any such Employee Plan and there is no basis to anticipate that any such claims will be made. (i) Except as described on Schedule 6.12(i), neither the execution and delivery of this Agreement and Agreement, nor the consummation sale of the Stock or any of the transactions contemplated hereby herein, will terminate or modify, or give a third party a right to terminate or modify, the provisions or terms of any Employee Plan (alone or together with any other eventincluding employment agreements) and will not constitute a stated triggering event under any Employee Plan (iincluding employment agreements) entitle that will result in any Person payment (including parachute payments, severance payments or any similar payments) becoming due to any material payment, forgiveness employees of indebtedness, vesting, distribution, the Company. No payment which is or increase in benefits under may be made by from or with respect to any Employee Plan, (ii) otherwise trigger any material acceleration (of vesting or payment of benefits or otherwise) under or with respect to any Employee Planemployee, former employee, director or (iii) trigger any obligation to materially fund any Employee Plan. No benefit that is or may become payable as a result agent of the consummation of the transactions contemplated hereby shall constitute Company or any ERISA Affiliate, either alone or in conjunction with any other payment, will or could properly be characterized as an excess parachute payment under section 280G of the Code, provided that the Company remains a small business corporation (as defined in Section 280G(b)(11361(b) of the Code) that is subject to until the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the CodeClosing. (hj) No Employee Plan provides for retiree medical or other material post-employment welfare benefits (except COBRA or similar coverage required by applicable lawarrangement listed on Schedule 6.12(a). No Longhorn Entity maintains any welfare benefit trust that , is intended to be exempt from federal income tax under Section 501(c)(9) maintained outside the jurisdiction of the CodeUnited States or Canada. (i) After payment of the Compensatory Award Consideration pursuant to Section 1.4, including any related Taxes, neither Longhorn nor any Longhorn Entity shall have any liability with respect to any award granted under the Longhorn Incentive Plan, or any other equity award granted to an employee, former employee, independent contractor or former independent contractor of a Longhorn Entity, that was granted on or before the Closing Date.

Employees and Employee Benefits. (a) Schedule 3.10(a) sets forth a correct and complete list of all Employee Plans in effect on the date of this Agreement. (b) With respect to each Employee Plan that is maintained under the laws of the United States (each a “U.S. Benefit Plan”): (i) except as set forth on Schedule 3.10(b)(i), no U.S. Benefit Plan is subject to Title IV of ERISA. To Seller’s Knowledge, no assets of the Longhorn Entities any Rodeo Entity are subject to a lien under Section 4064 or 4068 of ERISA; (ii) each U.S. Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has either received a favorable determination letter from the IRS as to its qualified status or the remedial amendment period for such U.S. Benefit Plan has not yet expired, and, to the Knowledge of Seller, no event has occurred that is reasonably likely to result in such U.S. Benefit Plan losing its tax-qualified status; (iii) except as would not, individually or in the aggregate, reasonably be expected to have for any non-compliance which is not a Material Adverse Effect, each U.S. Benefit Plan has been operated in compliance with all Legal Requirements, and each U.S. Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been in compliance in form and in operation with Section 409A of the Code; (iv) to the Knowledge of Seller, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code other than a transaction that is exempt under a statutory or administrative exemption) with respect to any U.S. Benefit Plan that could reasonably be expected to result in a material Liability to any Longhorn Rodeo Entity; (v) except as would notas, individually or in the aggregatefor any non-compliance which, reasonably be expected to have is not a Material Adverse Effect, no U.S. Benefit Plan constitutes a multiemployer plan (within the meaning of Section 3(37) of ERISA), and neither Longhorn no Rodeo Entity nor any of its their ERISA Affiliates has, in the past six years, contributed to or otherwise had any Liability in connection with (i) any multiemployer plan (within the meaning of Section 3(37) of ERISA) or (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which any Longhorn Rodeo Entity could reasonably be expected to incur any Liability under Section 4063 or 4064 of ERISA; (vi) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each U.S. Benefit Plan that is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code (other than a Multiemployer Plan): (A) no reportable event (within the meaning of Section 4043 of ERISA, other than an event for which the reporting requirements have been waived by regulations) has occurred in the current plan year or in the previous two plan years of such U.S. Benefit Plan; (B) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code) for which an excise tax is due (or would have been due in the absence of a waiver) as of the most recently ended plan year of such U. S. Benefit Plan; (C) all premiums (and interest charges and penalties for late payment, if applicable) due prior to the date of this Agreement have been paid when due to the PBGC; and (D) no filing has been made by Seller or any ERISA Affiliate with the PBGC and no proceeding has been commenced by the PBGC to terminate any U.S. Benefit Plan and, to the Knowledge of Seller, no condition exists prior to the date of this Agreement which could constitute grounds for the termination of any such U.S. Benefit Plan by the PBGC; and (vii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no existing circumstances nor the transactions contemplated by this Agreement could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Title IV of ERISA, other than for payment of premiums to the PBGC, and no existing circumstances exist that could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Section 4971 of the Code. (c) Except as disclosed on Schedule 3.10(c), with respect to each Employee Plan that is maintained primarily for the benefit of Longhorn Rodeo Employees employed in countries other than the United States (each a “Foreign Benefit Plan”): (i) except as would not, individually or in the aggregate, reasonably be expected to have for any non-compliance which is not a Material Adverse Effect, each Foreign Benefit Plan is in compliance with all Legal Requirements; (ii) except for accrued benefits under the Foreign Benefit Plan and except as would not, individually or in the aggregate, reasonably be expected to have is not a Material Adverse Effect, no material Liability exists or reasonably could be imposed upon the assets of any Longhorn Entity Rodeo by reason of such Foreign Benefit Plan; and (iii) except as would not, individually or in the aggregate, reasonably be expected to have for any non-compliance which is not a Material Adverse Effect, each Foreign Benefit Plan required to be registered has been registered and maintained in all respects in good standing with applicable Governmental Entities. (d) Seller has made available to Buyer complete copies of (i) each Employee Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, and all amendments thereto, (ii) the most recent annual reports (Form 5500 series) filed with the IRS with respect to each U.S. tax-qualified retirement plan, (iii) the most recent determination or opinion letter, if any, issued by the IRS with respect to any U.S. Benefit Plan and any pending request for such a determination letter, letter and (iv) with respect to each U.S. Benefit Plan, all filings made with any Governmental Entities with respect to any voluntary compliance, tax qualification or other programs, other than routine filings of premiums or informational returns, and (v) with respect to each U.S. Benefit Plan that is subject to Title IV of ERISA, the most recent valuation report. (e) Except as would not, individually or in the aggregate, reasonably be expected to have for any non-compliance which is not a Material Adverse Effect, all contributions due with respect to any Employee Plan have been made in all material respects as required and have been accrued on the Financial Statements in accordance with GAAP (except as indicated in the notes thereto). (f) Except as would notfor any action, individually claim, lawsuit, arbitration, audit, inquiry or in the aggregate, reasonably be expected to have proceeding which is not a Material Adverse Effect, there are no actions, claims, lawsuits or arbitrations pending or, to the Knowledge of Seller, threatened Threatened in writing with respect to any Employee Plan other than routine claims for benefits, and there are no audits, inquiries or proceedings pending or, to the Knowledge of Seller, threatened Threatened by any Governmental Entity with respect to any Employee Plan. (g) Except as disclosed on Schedule 3.10(g), the execution of this Agreement and the consummation of the transactions contemplated hereby Transactions (alone or together with any other event) will not (i) entitle any Person to any material payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Employee Plan, (ii) otherwise trigger any material acceleration (of vesting or payment of benefits or otherwise) under or with respect to any Employee Plan, or (iii) trigger any obligation to materially fund any Employee Plan. No benefit that is or may become payable as a result of the consummation of the transactions contemplated hereby Transactions shall constitute an excess parachute payment (as defined in Section 280G(b)(1) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. (h) No Except as disclosed on Schedule 3.10(h), no Employee Plan provides for retiree medical or other material post-employment welfare benefits (except COBRA or similar coverage required by applicable law). No Longhorn Rodeo Entity maintains any welfare benefit trust that is intended to be exempt from federal income tax under Section 501(c)(9) of the Code. (i) After payment of the Compensatory Award Consideration pursuant to Section 1.4, including any related Taxes, neither Longhorn nor any Longhorn Entity shall have any liability with respect to any award granted under the Longhorn Incentive Plan, or any other equity award granted to an employee, former employee, independent contractor or former independent contractor of a Longhorn Entity, that was granted on or before the Closing Date.

Employees and Employee Benefits. (a) Schedule 3.10(a) sets forth a correct Neither Parent nor any Parent ERISA Affiliates contribute to or have any obligation to contribute to, or have had any such obligation during the past six-year period preceding the Closing Date, and complete list of all Employee Plans in effect on the date of this Agreement. (b) With respect to each Employee no Parent Plan that is maintained under the laws of the United States (each a “U.S. Benefit Plan”): (i) except as set forth on Schedule 3.10(b)(i), no U.S. Benefit Plan is a defined benefit pension plan subject to Section 302 or Title IV of ERISA. To Seller’s Knowledge, no assets of the Longhorn Entities are subject to a lien under Section 4064 or 4068 of ERISA; (ii) each U.S. Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has either received a favorable determination letter from the IRS as to its qualified status or the remedial amendment period for such U.S. Benefit Plan has not yet expired, and, to the Knowledge of Seller, no event has occurred that is reasonably likely to result in such U.S. Benefit Plan losing its tax-qualified status; (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each U.S. Benefit Plan has been operated in compliance with all Legal Requirements, and each U.S. Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been in compliance in form and in operation with Section 409A of the Code; (iv) to the Knowledge of Seller, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 412 of the Code other than a transaction that is exempt under a statutory or administrative exemptionCode, (ii) with respect to any U.S. Benefit Plan that could reasonably be expected to result in a material Liability to any Longhorn Entity; (v) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no U.S. Benefit Plan constitutes a multiemployer plan (within the meaning of Section 3(37) of ERISA), and neither Longhorn nor any (iii) a “multiple employer plan” as defined in Section 413(c) of its ERISA Affiliates hasthe Code, in the past six years, contributed to or otherwise had any Liability in connection with (iiv) any multiemployer plan (a “multiple employer welfare arrangement” within the meaning of Section 3(373(40) of ERISA. (b) or (ii) a single employer pension plan (within the meaning of Each Parent Plan intended to be qualified under Section 4001(a)(15401(a) of ERISAthe Code (each a “Parent Qualified Plan”) for which any Longhorn Entity could has received from the Internal Revenue Service a favorable determination letter (or in the case of a master or prototype plan, a favorable opinion letter or in the case of a volume submitter plan, a favorable advisory letter) as to its qualification under Section 401(a) of the Code, and to Parent’s Knowledge, no event or condition exists, whether by action or by failure to act, that would reasonably be expected to incur adversely affect the qualified status of any Liability under Section 4063 or 4064 of ERISA; (vi) except such Parent Qualified Plan. Except as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (i) each Parent Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Parent Plan, (ii) there is no pending or, to Parent’s Knowledge, threatened Action against any Parent Plan, any fiduciary thereof, Parent or any of its Subsidiaries other than routine claims for benefits and (iii) with respect to each Parent Plan, all contributions, reimbursements and premium payments that are due have been made, and all contributions, reimbursements and premium payments for any period ending on or before the Closing that are not yet due have been made or properly accrued. (c) Except as would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, with respect to each U.S. Benefit Parent Plan that which is subject to Title IV or Part 3 a group health plan, Parent and Parent ERISA Affiliates have complied with the health care continuation provisions of Title I of ERISA or Section 412 4980B of the Code and corresponding provisions of ERISA, and neither Parent nor any of Parent ERISA Affiliates have incurred any Liability under Section 4980 of the Code. No Parent Plan provides any post-retirement medical, dental or life insurance benefits to any current or former employees (other than a Multiemployer Plan): coverage mandated by applicable Law, including the Consolidated Omnibus Budget Reconciliation Act of 1985), the cost of which could reasonably be expected to be material. (Ad) no reportable event No Action (within the meaning of Section 4043 of ERISA, other than an event routine claims for which the reporting requirements have been waived by regulationsbenefits) has occurred in the current plan year or in the previous two plan years of such U.S. Benefit Plan; (B) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code) for which an excise tax is due (or would have been due in the absence of a waiver) as of the most recently ended plan year of such U. S. Benefit Plan; (C) all premiums (and interest charges and penalties for late payment, if applicable) due prior to the date of this Agreement have been paid when due to the PBGC; and (D) no filing has been made by Seller or any ERISA Affiliate with the PBGC and no proceeding has been commenced by the PBGC to terminate any U.S. Benefit Plan andpending against or, to the Knowledge of SellerParent’s Knowledge, no condition exists prior to the date of this Agreement which could constitute grounds for the termination of is threatened against, any such U.S. Benefit Parent Plan by the PBGC; and (vii) except as would notthat, individually or in the aggregate, if determined or resolved adversely in accordance with the plaintiff’s demands, would reasonably be expected to have a Material Adverse Effect, no existing circumstances nor the transactions contemplated by this Agreement could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Title IV of ERISA, other than for payment of premiums to the PBGC, and no existing circumstances exist that could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Section 4971 of the Code. (c) Except as disclosed on Schedule 3.10(c), with respect to each Employee Plan that is maintained primarily for the benefit of Longhorn Employees employed in countries other than the United States (each a “Foreign Benefit Plan”): (i) except as would nothave, individually or in the aggregate, a Parent Material Adverse Effect. (e) Neither Parent nor any of its Subsidiaries is a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement, agreement with any works council, or labor Contract. To Parent’s Knowledge, as of the date of this Agreement, there is no labor union organizing activity being conducted with respect to any material segment of employees of Parent or any of its Subsidiaries. Except as would not reasonably be expected to have a Material Adverse Effectbe material, each Foreign Benefit Plan there is no labor strike, lockout, slowdown or stoppage pending or, to Parent’s Knowledge, threatened against or affecting Parent or any Subsidiary of Parent and no such strike, lockout, slowdown or stoppage has occurred since the Split-Off Date. (f) Parent is in compliance with all Legal Requirements; (ii) except for accrued benefits under the Foreign Benefit Plan applicable Laws governing employment or labor, including all contractual commitments and except all such Laws relating to wages, hours, worker classification, contractors, immigration, collective bargaining, discrimination, civil rights, safety and health and workers’ compensation, except, in each case, as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, no material Liability exists or reasonably could be imposed upon the assets of any Longhorn Entity by reason of such Foreign Benefit Plan; and (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan required to be registered has been registered and maintained in all respects in good standing with applicable Governmental Entities. (d) Seller has made available to Buyer complete copies of (i) each Employee Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, and all amendments thereto, (ii) the most recent annual reports (Form 5500 series) filed with the IRS with respect to each U.S. tax-qualified retirement plan, (iii) the most recent determination or opinion letter, if any, issued by the IRS with respect to any U.S. Benefit Plan and any pending request for such a determination letter, (iv) with respect to each U.S. Benefit Plan, all filings made with any Governmental Entities with respect to any voluntary compliance, tax qualification or other programs, other than routine filings of premiums or informational returns, and (v) with respect to each U.S. Benefit Plan that is subject to Title IV of ERISA, the most recent valuation report. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all contributions due with respect to any Employee Plan have been made in all material respects as required and have been accrued on the Financial Statements in accordance with GAAP (except as indicated in the notes thereto). (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no actions, claims, lawsuits or arbitrations pending or, to the Knowledge of Seller, threatened in writing with respect to any Employee Plan other than routine claims for benefits, and there are no audits, inquiries or proceedings pending or, to the Knowledge of Seller, threatened by any Governmental Entity with respect to any Employee Plan. (g) Except as disclosed on Schedule 3.10(g), the execution of this Agreement and the consummation of the transactions contemplated hereby (alone or together with any other event) will not (i) entitle any Person to any material payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Employee Plan, (ii) otherwise trigger any material acceleration (of vesting or payment of benefits or otherwise) under or with respect to any Employee Plan, or (iii) trigger any obligation to materially fund any Employee Plan. No benefit that is or may become payable as a result of the consummation of the transactions contemplated hereby shall constitute an excess parachute payment (as defined in Section 280G(b)(1) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. (h) No Employee Plan provides for retiree medical or other material post-employment welfare benefits (except COBRA or similar coverage required by applicable law). No Longhorn Entity maintains any welfare benefit trust that is intended to be exempt from federal income tax under Section 501(c)(9) of the Code. (i) After payment of the Compensatory Award Consideration pursuant to Section 1.4, including any related Taxes, neither Longhorn nor any Longhorn Entity shall have any liability with respect to any award granted under the Longhorn Incentive Plan, or any other equity award granted to an employee, former employee, independent contractor or former independent contractor of a Longhorn Entity, that was granted on or before the Closing Date.

Employees and Employee Benefits. (a) Schedule 3.10(a) sets forth a correct and complete list of all Employee Plans in effect on the date of this Agreement. (b) With respect to each Employee Plan that is maintained under the laws of the United States (each a “U.S. Benefit Plan”): (i) except as set forth on Schedule 3.10(b)(i), no U.S. Benefit Plan is subject to Title IV of ERISA. To Seller’s Knowledge, no assets of the Longhorn Entities are subject to a lien under Section 4064 or 4068 of ERISA; (ii) each U.S. Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has either received a favorable determination letter from the IRS as to its qualified status or the remedial amendment period for such U.S. Benefit Plan has not yet expired, and, to the Knowledge of Seller, no event has occurred that is reasonably likely to result in such U.S. Benefit Plan losing its tax-qualified status; (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each U.S. Benefit Plan has been operated in compliance with all Legal Requirements, and each U.S. Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been in compliance in form and in operation with Section 409A of the Code; (iv) to the Knowledge of Seller, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code other than a transaction that is exempt under a statutory or administrative exemption) with respect to any U.S. Benefit Plan that could reasonably be expected to result in a material Liability to any Longhorn Entity; (v) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no U.S. Benefit Plan constitutes a multiemployer plan (within the meaning of Section 3(37) of ERISA), and neither Longhorn nor any of its ERISA Affiliates has, in the past six years, contributed to or otherwise had any Liability in connection with (i) any multiemployer plan (within the meaning of Section 3(37) of ERISA) or (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which any Longhorn Entity could reasonably be expected to incur any Liability under Section 4063 or 4064 of ERISA; (vi) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each U.S. Benefit Plan that is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code (other than a Multiemployer Plan): (A) no reportable event (within the meaning of Section 4043 of ERISA, other than an event for which the reporting requirements have been waived by regulations) has occurred in the current plan year or in the previous two plan years of such U.S. Benefit Plan; (B) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code) for which an excise tax is due (or would have been due in the absence of a waiver) as of the most recently ended plan year of such U. S. Benefit Plan; (C) all premiums (and interest charges and penalties for late payment, if applicable) due prior to the date of this Agreement have been paid when due to the PBGC; and (D) no filing has been made by Seller or any ERISA Affiliate with the PBGC and no proceeding has been commenced by the PBGC to terminate any U.S. Benefit Plan and, to the Knowledge of Seller, no condition exists prior to the date of this Agreement which could constitute grounds for the termination of any such U.S. Benefit Plan by the PBGC; and (vii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no existing circumstances nor the transactions contemplated by this Agreement could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Title IV of ERISA, other than for payment of premiums to the PBGC, and no existing circumstances exist that could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Section 4971 of the Code. (c) Except as disclosed on Schedule 3.10(c), with respect to each Employee Plan that is maintained primarily for the benefit of Longhorn Employees employed in countries other than the United States (each a “Foreign Benefit Plan”): (i) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan is in compliance with all Legal Requirements; (ii) except for accrued benefits under the Foreign Benefit Plan and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no material Liability exists or reasonably could be imposed upon the assets of any Longhorn Entity by reason of such Foreign Benefit Plan; and (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan required to be registered has been registered and maintained in all respects in good standing with applicable Governmental Entities. (d) Seller has made available to Buyer complete copies of (i) each Employee Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, and all amendments thereto, (ii) the most recent annual reports (Form 5500 series) filed with the IRS with respect to each U.S. tax-qualified retirement plan, (iii) the most recent determination or opinion letter, if any, issued by the IRS with respect to any U.S. Benefit Plan and any pending request for such a determination letter, (iv) with respect to each U.S. Benefit Plan, all filings made with any Governmental Entities with respect to any voluntary compliance, tax qualification or other programs, other than routine filings of premiums or informational returns, and (v) with respect to each U.S. Benefit Plan that is subject to Title IV of ERISA, the most recent valuation report. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (i) each Parent Benefit Plan that is intended to be qualified under Section 401(a) of the Code is and has been so qualified in form, and (ii) each Parent Benefit Plan is and has been operated and maintained in compliance with its terms and the provisions of all contributions due with respect applicable Laws, rules and regulations, including, without limitation, ERISA and the Code (b) Section 4.14(b) of the Parent Disclosure Letter sets forth (i) each Parent Benefit Plan that is subject to any Employee Title IV or Section 302 of ERISA or Section 412 of the Code (each, a “Pension Plan”) and (ii) each Parent Benefit Plan have been made in all material respects as required and have been accrued on that is a “multiemployer plan” within the Financial Statements in accordance with GAAP meaning of Section 3(37) of ERISA (except as indicated in the notes theretoeach, a “Multiemployer Plan”). (f) . Except as would not, individually or in the aggregate, have a Parent Material Adverse Effect, with respect to each Pension Plan that any Parent Party (or any entity treated as a single employer with any Parent Party for purposes of Section 414 of the Code or Section 4001(a)(14) of ERISA (the “Parent Aggregated Group”)) has maintained within the last six years or had any obligation to contribute to within the past six years, (i) except for an event described in Section 4043(c)(3) of ERISA, there has, during the past six years, been no “reportable event,” as that term is defined in Section 4043 of ERISA, for which the 30-day reporting requirement has not been waived, and the transactions contemplated by this Agreement will not result in such a “reportable event” for which a waiver does not apply, (ii) none of the Parent Group Entities or any member of the Parent Aggregated Group has incurred any direct or indirect liability under Title IV of ERISA other than liability for premiums to the Pension Benefit Guaranty Corporation that have been timely paid and other than any liabilities for which the Parent Group Entities have no direct or indirect responsibility or obligation (other than with respect to the WPZ Partnership Agreement), (iii) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived that, in either case, would reasonably be expected to give rise to a Lien on any of the assets of the Parent Group Entities, (iv) no such Pension Plan is in “at risk” status, within the meaning of Section 430 of the Code or Section 303 of ERISA, and (v) no notice of intent to terminate any such Pension Plan has been filed with the Pension Benefit Guaranty Corporation, no amendment terminating any such Pension Plan has been adopted and no proceedings to terminate any such Pension Plan have been instituted by the Pension Benefit Guaranty Corporation. Except as would not, individually or in the aggregate, have a Parent Material Adverse Effect, there are (A) no actionsMultiemployer Plan is, claimsor is reasonably expected to be, lawsuits insolvent or arbitrations pending orin reorganization, to or in “critical” or “endangered” status as defined in Section 432 of the Knowledge Code or Section 305 of Seller, threatened in writing with respect to any Employee Plan other than routine claims for benefitsERISA, and there are no audits, inquiries or proceedings pending or, to the Knowledge of Seller, threatened by any Governmental Entity with respect to any Employee Plan. (gB) Except as disclosed on Schedule 3.10(g), the execution of this Agreement and the consummation none of the transactions contemplated hereby (alone or together with Parent Group Entities nor any other event) will not (i) entitle any Person to any material payment, forgiveness member of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Employee Plan, (ii) otherwise trigger any material acceleration (of vesting or payment of benefits or otherwise) under or with respect to any Employee Plan, or (iii) trigger any obligation to materially fund any Employee Plan. No benefit that is the Parent Aggregated Group has or may become payable as a result of the consummation of the transactions contemplated hereby shall constitute an excess parachute payment reasonably be expected to incur any withdrawal liability (as defined in Section 280G(b)(14201 of ERISA) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. (h) No Employee Plan provides for retiree medical or other material post-employment welfare benefits (except COBRA or similar coverage required by applicable law). No Longhorn Entity maintains any welfare benefit trust that is intended to be exempt from federal income tax under Section 501(c)(9) of the Code. (i) After payment of the Compensatory Award Consideration pursuant to Section 1.4, including any related Taxes, neither Longhorn nor any Longhorn Entity shall have any liability with respect to any award granted under the Longhorn Incentive Multiemployer Plan, or any other equity award granted to an employee, former employee, independent contractor or former independent contractor of a Longhorn Entity, that was granted on or before the Closing Date.

Employees and Employee Benefits. (a) Schedule 3.10(a) sets forth a correct and complete list of all Employee Plans in effect on the date of this Agreement. (b) With respect to each Employee Plan that is maintained under the laws of the United States (each a “U.S. Benefit Plan”): (i) except as set forth on Schedule 3.10(b)(i), no U.S. Benefit Plan is subject to Title IV of ERISA. To Seller’s Knowledge, no assets of the Longhorn Entities are subject to a lien under Section 4064 or 4068 of ERISA; (ii) each U.S. Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has either received a favorable determination letter from the IRS as to its qualified status or the remedial amendment period for such U.S. Benefit Plan has not yet expired, and, to the Knowledge of Seller, no event has occurred that is reasonably likely to result in such U.S. Benefit Plan losing its tax-qualified status; (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each U.S. Benefit Plan has been operated in compliance with all Legal Requirements, and each U.S. Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been in compliance in form and in operation with Section 409A of the Code; (iv) to the Knowledge of Seller, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code other than a transaction that is exempt under a statutory or administrative exemption) with respect to any U.S. Benefit Plan that could reasonably be expected to result in a material Liability to any Longhorn Entity; (v) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no U.S. Benefit Plan constitutes a multiemployer plan (within the meaning of Section 3(37) of ERISA), and neither Longhorn nor any of its ERISA Affiliates has, in the past six years, contributed to or otherwise had any Liability in connection with (i) any multiemployer plan (within the meaning of Section 3(37) of ERISA) or (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which any Longhorn Entity could reasonably be expected to incur any Liability under Section 4063 or 4064 of ERISA; (vi) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each U.S. Benefit Plan that is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code (other than a Multiemployer Plan): (A) no reportable event (within the meaning of Section 4043 of ERISA, other than an event for which the reporting requirements have been waived by regulations) has occurred in the current plan year or in the previous two plan years of such U.S. Benefit Plan; (B) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code) for which an excise tax is due (or would have been due in the absence of a waiver) as of the most recently ended plan year of such U. S. Benefit Plan; (C) all premiums (and interest charges and penalties for late payment, if applicable) due prior to the date of this Agreement have been paid when due to the PBGC; and (D) no filing has been made by Seller or any ERISA Affiliate with the PBGC and no proceeding has been commenced by the PBGC to terminate any U.S. Benefit Plan and, to the Knowledge of Seller, no condition exists prior to the date of this Agreement which could constitute grounds for the termination of any such U.S. Benefit Plan by the PBGC; and (vii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no existing circumstances nor the transactions contemplated by this Agreement could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Title IV of ERISA, other than for payment of premiums to the PBGC, and no existing circumstances exist that could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Section 4971 of the Code. (c) Except as disclosed on Schedule 3.10(c), with respect to each Employee Plan that is maintained primarily for the benefit of Longhorn Employees employed in countries other than the United States (each a “Foreign Benefit Plan”): (i) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan is in compliance with all Legal Requirements; (ii) except for accrued benefits under the Foreign Benefit Plan and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no material Liability exists or reasonably could be imposed upon the assets of any Longhorn Entity by reason of such Foreign Benefit Plan; and (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan required to be registered has been registered and maintained in all respects in good standing with applicable Governmental Entities. (d) Seller has made available to Buyer complete copies of (i) each Employee Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, and all amendments thereto, (ii) the most recent annual reports (Form 5500 series) filed with the IRS with respect to each U.S. tax-qualified retirement plan, (iii) the most recent determination or opinion letter, if any, issued by the IRS with respect to any U.S. Benefit Plan and any pending request for such a determination letter, (iv) with respect to each U.S. Benefit Plan, all filings made with any Governmental Entities with respect to any voluntary compliance, tax qualification or other programs, other than routine filings of premiums or informational returns, and (v) with respect to each U.S. Benefit Plan that is subject to Title IV of ERISA, the most recent valuation report. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (i) each Parent Benefit Plan that is intended to be qualified under Section 401(a) of the Code is and has been so qualified in form, and (ii) each Parent Benefit Plan is and has been operated and maintained in compliance with its terms and the provisions of all contributions due with respect applicable Laws, rules and regulations, including, without limitation, ERISA and the Code (b) Section 4.14(b) of the Parent Disclosure Letter sets forth (i) each Parent Benefit Plan that is subject to any Employee Title IV or Section 302 of ERISA or Section 412 of the Code (each, a “Pension Plan”) and (ii) each Parent Benefit Plan have been made in all material respects as required and have been accrued on that is a “multiemployer plan” within the Financial Statements in accordance with GAAP meaning of Section 3(37) of ERISA (except as indicated in the notes theretoeach, a “Multiemployer Plan”). (f) . Except as would not, individually or in the aggregate, have a Parent Material Adverse Effect, with respect to each Pension Plan that any Parent Party (or any entity treated as a single employer with any Parent Party for purposes of Section 414 of the Code or Section 4001(a)(14) of ERISA (the “Parent Aggregated Group”)) has maintained within the last six years or had any obligation to contribute to within the past six years, (i) except for an event described in Section 4043(c)(3) of ERISA, there has, during the past six years, been no “reportable event,” as that term is defined in Section 4043 of ERISA, for which the 30-day reporting requirement has not been waived, and the transactions contemplated by this Agreement will not result in such a “reportable event” for which a waiver does not apply, (ii) none of the Parent Group Entities or any member of the Parent Aggregated Group has incurred any direct or indirect liability under Title IV of ERISA other than liability for premiums to the Pension Benefit Guaranty Corporation that have been timely paid and other than any liabilities for which the Parent Group Entities have no direct or indirect responsibility or obligation (other than with respect to the Parent Partnership Agreement), (iii) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived that, in either case, would reasonably be expected to give rise to a Lien on any of the assets of the Parent Group Entities, (iv) no such Pension Plan is in “at risk” status, within the meaning of Section 430 of the Code or Section 303 of ERISA, and (v) no notice of intent to terminate any such Pension Plan has been filed with the Pension Benefit Guaranty Corporation, no amendment terminating any such Pension Plan has been adopted and no proceedings to terminate any such Pension Plan have been instituted by the Pension Benefit Guaranty Corporation. Except as would not, individually or in the aggregate, have a Parent Material Adverse Effect, there are (A) no actionsMultiemployer Plan is, claimsor is reasonably expected to be, lawsuits insolvent or arbitrations pending orin reorganization, to or in “critical” or “endangered” status as defined in Section 432 of the Knowledge Code or Section 305 of Seller, threatened in writing with respect to any Employee Plan other than routine claims for benefitsERISA, and there are no audits, inquiries or proceedings pending or, to the Knowledge of Seller, threatened by any Governmental Entity with respect to any Employee Plan. (gB) Except as disclosed on Schedule 3.10(g), the execution of this Agreement and the consummation none of the transactions contemplated hereby (alone or together with Parent Group Entities nor any other event) will not (i) entitle any Person to any material payment, forgiveness member of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Employee Plan, (ii) otherwise trigger any material acceleration (of vesting or payment of benefits or otherwise) under or with respect to any Employee Plan, or (iii) trigger any obligation to materially fund any Employee Plan. No benefit that is the Parent Aggregated Group has or may become payable as a result of the consummation of the transactions contemplated hereby shall constitute an excess parachute payment reasonably be expected to incur any withdrawal liability (as defined in Section 280G(b)(14201 of ERISA) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. (h) No Employee Plan provides for retiree medical or other material post-employment welfare benefits (except COBRA or similar coverage required by applicable law). No Longhorn Entity maintains any welfare benefit trust that is intended to be exempt from federal income tax under Section 501(c)(9) of the Code. (i) After payment of the Compensatory Award Consideration pursuant to Section 1.4, including any related Taxes, neither Longhorn nor any Longhorn Entity shall have any liability with respect to any award granted under the Longhorn Incentive Multiemployer Plan, or any other equity award granted to an employee, former employee, independent contractor or former independent contractor of a Longhorn Entity, that was granted on or before the Closing Date.

Employees and Employee Benefits. (a) Since 1999, the Company has not directly hired any employees. Schedule 3.10(a4.9(a) sets forth a correct and complete list of all Plans in which Operating Employees participate (the “Operating Employee Plans”). No Plan is maintained, participated in or directly contributed to by the Company. To Sellers’ Knowledge, the Operating Employee Plans are the only Plans in effect on which any Operating Employee is eligible to participate or has any vested benefits as of the date of this Agreement. (b) With respect No Plan maintained, contributed to each Employee Plan that or participated in by the Company, or any entity treated as a single employer with the Company under Code Section 414 (an “ERISA Affiliate”) is maintained under the laws of the United States (each a “U.S. Benefit Plan”): (idefined benefit plan” within the meaning of ERISA Section 3(35) except as set forth on Schedule 3.10(b)(ior a “multiemployer plan” within the meaning of ERISA Section 3(37). Neither the Company, no U.S. Benefit Plan is subject nor any ERISA Affiliate have fully or partially withdrawn from a multiemployer plan within the past six years or incurred, or could reasonably be expected to incur, any liability pursuant to Title IV of ERISA. To Seller’s Knowledge, no assets of the Longhorn Entities are subject to a lien under Section 4064 or 4068 of ERISA; (ii) each U.S. Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has either received a favorable determination letter from the IRS as to its qualified status or the remedial amendment period for such U.S. Benefit Plan has not yet expired, and, to the Knowledge of Seller, no event has occurred that is reasonably likely to result in such U.S. Benefit Plan losing its tax-qualified status; (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each U.S. Benefit Plan has been operated in compliance with all Legal Requirements, and each U.S. Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been in compliance in form and in operation with Section 409A of the Code; (iv) to the Knowledge of Seller, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code other than a transaction that is exempt under a statutory or administrative exemption) with respect to any U.S. Benefit Plan that could reasonably be expected to result in a material Liability to any Longhorn Entity; (v) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no U.S. Benefit Plan constitutes a multiemployer plan (within the meaning of Section 3(37) of ERISA), and neither Longhorn nor any of its ERISA Affiliates has, in the past six years, contributed to or otherwise had any Liability in connection with (i) any multiemployer plan (within the meaning of Section 3(37) of ERISA) or (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which any Longhorn Entity could reasonably be expected to incur any Liability under Section 4063 or 4064 of ERISA; (vi) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each U.S. Benefit Plan that is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code (other than a Multiemployer Plan): (A) no reportable event (within the meaning of Section 4043 of ERISA, other than an event for which the reporting requirements have been waived by regulations) has occurred in the current plan year or in the previous two plan years of such U.S. Benefit Plan; (B) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code) for which an excise tax is due (or would have been due in the absence of a waiver) as of the most recently ended plan year of such U. S. Benefit Plan; (C) all premiums (and interest charges and penalties for late payment, if applicable) due prior to the date of this Agreement have been paid when due to the PBGC; and (D) no filing has been made by Seller or any ERISA Affiliate with the PBGC and no proceeding has been commenced by the PBGC to terminate any U.S. Benefit Plan and, to the Knowledge of Seller, no condition exists prior to the date of this Agreement which could constitute grounds for the termination of any such U.S. Benefit Plan by the PBGC; and (vii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no existing circumstances nor the transactions contemplated by this Agreement could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Title IV of ERISA, other than for payment of premiums to the PBGC, and no existing circumstances exist that could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Section 4971 of the Code.14 (c) Except as disclosed on Schedule 3.10(c), with respect to each Each Operating Employee Plan that is maintained primarily for the benefit of Longhorn Employees employed in countries other than the United States intended to be a qualified plan pursuant to Code Section 401(a) (each a “Foreign Benefit Qualified Plan”): (i) except as would not, individually or in the aggregate, reasonably has been determined to be expected to have a Material Adverse Effect, each Foreign Benefit Plan is so qualified and has been administered in compliance with its terms. Each Qualified Plan complies with the terms of ERISA, the Code and all Legal Requirements; (ii) except for accrued benefits under the Foreign Benefit Plan and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no material Liability exists or reasonably could be imposed upon the assets of any Longhorn Entity by reason of such Foreign Benefit Plan; and (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan required to be registered has been registered and maintained in all respects in good standing with other applicable Governmental Entitieslaw. (d) Seller has made available to Buyer complete copies of (i) each Employee Plan (or, if not written, a written summary of its material termsExcept as set forth in Schedule 4.9(d), including without limitation all plan documentsthe Company does not have any liability in respect of health, trust agreements, and all amendments thereto, (ii) the most recent annual reports (Form 5500 series) filed with the IRS with respect to each U.S. tax-qualified retirement plan, (iii) the most recent determination medical or opinion letter, if any, issued by the IRS with respect life insurance benefits attributable to any U.S. Benefit Plan and any pending request employee’s post-retirement period, except for such a determination letter, (iv) with respect to each U.S. Benefit Plan, all filings made with any Governmental Entities with respect to any voluntary compliance, tax qualification or other programs, other than routine filings of premiums or informational returns, and (v) with respect to each U.S. Benefit Plan that is subject to Title IV of ERISA, the most recent valuation report.coverage under Code Section 4980B. (e) Except as would notset forth on Schedule 4.9(e), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all contributions due with respect to any no Operating Employee Plan have been made in all material respects exists that, as required and have been accrued on the Financial Statements in accordance with GAAP (except as indicated in the notes thereto). (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no actions, claims, lawsuits or arbitrations pending or, to the Knowledge result of Seller, threatened in writing with respect to any Employee Plan other than routine claims for benefits, and there are no audits, inquiries or proceedings pending or, to the Knowledge of Seller, threatened by any Governmental Entity with respect to any Employee Plan. (g) Except as disclosed on Schedule 3.10(g), the execution of this Agreement and the consummation of the transactions contemplated hereby (whether alone or together in connection with any other event) will not subsequent events), would reasonably result in (i) entitle payment of any Person money or property to any material payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Employee PlanOperating Employee, (ii) otherwise trigger the provision of any material acceleration (of vesting or payment of benefits or otherwise) under or with respect other rights to any Employee Plana Operating Employee, or (iii) trigger the increase, acceleration or provision of any obligation payment, benefit or other right to materially fund any Employee PlanOperating Employee. No benefit that amount so disclosed is or may become payable as a result of the consummation of the transactions contemplated hereby shall constitute an “excess parachute payment (as defined in payment” within the meaning of Code Section 280G(b)(1) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. (h) No Employee Plan provides for retiree medical or other material post-employment welfare benefits (except COBRA or similar coverage required by applicable law). No Longhorn Entity maintains any welfare benefit trust that is intended to be exempt from federal income tax under Section 501(c)(9) of the Code. (i) After payment of the Compensatory Award Consideration pursuant to Section 1.4, including any related Taxes, neither Longhorn nor any Longhorn Entity shall have any liability with respect to any award granted under the Longhorn Incentive Plan, or any other equity award granted to an employee, former employee, independent contractor or former independent contractor of a Longhorn Entity, that was granted on or before the Closing Date.280G.

Employees and Employee Benefits. (a) Schedule 3.10(aNeither KAC nor SLC has any employees, and neither KAC nor SLC sponsors, maintains, or contributes to any employee benefit plans (within the meaning of section 3(3) sets forth a correct and complete list of all the Employee Plans in effect on the date Retirement Income Security Act of this Agreement1974, as amended ("ERISA")). (b) With respect Certain employees of Seller are employed in connection with the Businesses, and, as employees of Seller, are or may become entitled to each Employee Plan that is benefits under employee benefit plans maintained under the laws by Seller in which they participate ("Seller Plans"). Seller has furnished or made available to Purchaser copies of the United States Seller Plans (and, if applicable, related trust agreements) and all amendments thereto together with, where applicable, each Seller Plan's summary plan description and any summaries of material modifications thereto. No such Seller Plan is a “U.S. Benefit "multiemployer plan" as defined for purposes of and subject to Subtitle E of Title IV of ERISA (a "Multiemployer Plan”): (i) except as set forth on Schedule 3.10(b)(i"), no U.S. Benefit Plan or is otherwise subject to Title IV of ERISA. To . (c) Neither Seller’s Knowledge, no assets nor any entity aggregated with Seller under Section 414(b) or (c) of the Longhorn Entities are subject to a lien under Code or Section 4064 or 4068 4001 of ERISA; , except as could not be reasonably expected to have a Material Adverse Effect on the Business or Condition of Seller, KAC or SLC, has incurred (i) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (ii) any liability, under Section 412 of the Code or otherwise, with respect to any Seller Plan, that in either case would become a liability of Purchaser after the Closing Date (other than the liabilities pursuant to the documents listed on Section 2.13(a) of the Disclosure Schedule). (d) Each Seller Plan is in substantial compliance with all applicable laws, including ERISA, and each U.S. Benefit Seller Plan which that is intended to qualify be qualified under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has either received a favorable determination letter from been determined by the IRS as to its be so qualified status or the remedial amendment period for such U.S. Benefit Plan has not yet expired, and, to the Knowledge of Seller, no event has occurred that is reasonably likely to result in such U.S. Benefit Plan losing its tax-qualified status; (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each U.S. Benefit Plan has been operated in compliance with all Legal Requirements, and each U.S. Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been in compliance in form and in operation with Section 409A of the Code; (iv) to the Knowledge of Seller, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code other than a transaction that is exempt under a statutory or administrative exemption) with respect to any U.S. Benefit Plan that could reasonably be expected to result in a material Liability to any Longhorn Entity; (v) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no U.S. Benefit Plan constitutes a multiemployer plan (within the meaning of Section 3(37) of ERISA), and neither Longhorn nor any of its ERISA Affiliates has, in the past six years, contributed to or otherwise had any Liability in connection with (i) any multiemployer plan (within the meaning of Section 3(37) of ERISA) or (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which any Longhorn Entity could reasonably be expected to incur any Liability under Section 4063 or 4064 of ERISA; (vi) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each U.S. Benefit Plan that is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code (other than a Multiemployer Plan): (A) no reportable event (within the meaning of Section 4043 of ERISA, other than an event for which the reporting requirements have been waived by regulations) has occurred in the current plan year or in the previous two plan years of such U.S. Benefit Plan; (B) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code) for which an excise tax is due (or would have been due in the absence of a waiver) as of the most recently ended plan year of such U. S. Benefit Plan; (C) all premiums (and interest charges and penalties for late payment, if applicable) due prior to since the date of this Agreement have been paid when due to the PBGC; and (D) no filing has been made by Seller or any ERISA Affiliate with the PBGC and no proceeding has been commenced by the PBGC to terminate any U.S. Benefit Plan and, to the Knowledge of Seller, no condition exists prior to the date of this Agreement which could constitute grounds for the termination of any such U.S. Benefit Plan by the PBGC; and (vii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no existing circumstances nor the transactions contemplated by this Agreement could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Title IV of ERISA, other than for payment of premiums to the PBGC, and no existing circumstances exist that could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Section 4971 of the Code. (c) Except as disclosed on Schedule 3.10(c), with respect to each Employee Plan that is maintained primarily for the benefit of Longhorn Employees employed in countries other than the United States (each a “Foreign Benefit Plan”): (i) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan is in compliance with all Legal Requirements; (ii) except for accrued benefits under the Foreign Benefit Plan and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no material Liability exists or reasonably could be imposed upon the assets of any Longhorn Entity by reason of such Foreign Benefit Plan; and (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan required to be registered has been registered and maintained in all respects in good standing with applicable Governmental Entities. (d) Seller has made available to Buyer complete copies of (i) each Employee Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, and all amendments thereto, (ii) the most recent annual reports (Form 5500 series) filed with the IRS with respect to each U.S. tax-qualified retirement plan, (iii) the most recent determination or opinion letter, if any, issued by the IRS with respect to any U.S. Benefit Plan and any pending request for such a determination letter, (iv) with respect to each U.S. Benefit Plan, all filings made with any Governmental Entities with respect to any voluntary compliance, tax qualification or other programs, other than routine filings of premiums or informational returns, and (v) with respect to each U.S. Benefit Plan that is subject to Title IV of ERISA, the most recent valuation report. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all contributions due with respect to any Employee Plan have been made in all material respects as required and have been accrued on the Financial Statements in accordance with GAAP (except as indicated in the notes thereto). (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no actions, claims, lawsuits or arbitrations pending or, to the Knowledge of Seller, threatened in writing with respect to any Employee Plan other than routine claims for benefits, and there are no audits, inquiries or proceedings pending or, to the Knowledge of Seller, threatened by any Governmental Entity with respect to any Employee Plan. (g) Except as disclosed on Schedule 3.10(g), the execution of this Agreement and the consummation of the transactions contemplated hereby (alone or together with any other event) will not (i) entitle any Person to any material payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Employee Plan, (ii) otherwise trigger any material acceleration (of vesting or payment of benefits or otherwise) under or with respect to any Employee Plan, or (iii) trigger any obligation to materially fund any Employee Plan. No benefit that is or may become payable as a result of the consummation of the transactions contemplated hereby shall constitute an excess parachute payment (as defined in Section 280G(b)(1) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Codeadversely affect such qualification. (h) No Employee Plan provides for retiree medical or other material post-employment welfare benefits (except COBRA or similar coverage required by applicable law). No Longhorn Entity maintains any welfare benefit trust that is intended to be exempt from federal income tax under Section 501(c)(9) of the Code. (i) After payment of the Compensatory Award Consideration pursuant to Section 1.4, including any related Taxes, neither Longhorn nor any Longhorn Entity shall have any liability with respect to any award granted under the Longhorn Incentive Plan, or any other equity award granted to an employee, former employee, independent contractor or former independent contractor of a Longhorn Entity, that was granted on or before the Closing Date.

Employees and Employee Benefits. Except as otherwise disclosed on Part I, (a1) Schedule 3.10(anone of the North Safety Companies maintains or contributes to any material pension, retirement, profit-sharing, deferred compensation, employee stock option or stock purchase, bonus, or incentive compensation plans, (2) sets forth a correct Xxxxx North does not maintain or contribute to any such written plans (or to the knowledge of the Xxxxx Xxxxxxx, any such oral plans) whether or not material; (3) none of the North Safety Companies maintains or contributes to any employee health, dental, vision, life insurance, long-term or short-term disability, vacation, tuition reimbursement, or severance plans or, to the Xxxxx Xxxxxxx' knowledge, other fringe benefit plans, programs, or arrangements, relating and complete list applicable to the North Safety Business or its employees material to the North Safety Business (the items under clauses (1), (2) and (3) above, collectively referred to as the "Employee Benefit Plans"); (4) each of the Employee Benefit Plans has been maintained and administered in all Employee Plans in effect on material respects with the date requirements of this Agreement. applicable law, except where such instances of noncompliance would not be material to the North Safety Business; (b5) With respect to each Employee Plan that is maintained under the laws of the United States (each a “U.S. Benefit Plan”): (i) except as set forth on Schedule 3.10(b)(i), no U.S. Benefit Plan is subject to Title IV of ERISA. To Seller’s Knowledge, no assets of the Longhorn Entities are subject to a lien under Section 4064 or 4068 of ERISA; (ii) each U.S. Benefit Plan which is intended to qualify be qualified under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Internal Revenue Code of 1986, as amended (the "Code"), has either received a favorable determination letter that it is so qualified and this its corresponding trust is exempt from taxation under Section 501(a) of the IRS as Code, and the Xxxxx Xxxxxxx are not aware of any reason why any such favorable determination letter would be revoked; (6) with respect to its qualified status or the remedial amendment period for such U.S. each Employee Benefit Plan has not yet expired, andPlan, to the Knowledge knowledge of Sellerthe Xxxxx Xxxxxxx, there have been no event has occurred that is reasonably likely to result in such U.S. Benefit Plan losing its tax-qualified status; (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each U.S. Benefit Plan has been operated in compliance with all Legal Requirements, and each U.S. Benefit Plan that is a “nonqualified deferred compensation plan” prohibited transactions (as defined in Section 409A(d)(1) of the Code) has been in compliance in form and in operation with Section 409A of the Code; (iv) to the Knowledge of Seller, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code other than a transaction that is exempt under a statutory or administrative exemptionCode) and no fiduciary has any liability for breach of fiduciary duty; (7) with respect to any U.S. the Employee Benefit Plan that could reasonably be expected to result in a material Liability to any Longhorn Entity; (v) except as would notPlans, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no U.S. Benefit Plan constitutes a multiemployer plan (within the meaning of Section 3(37) of ERISA), and neither Longhorn nor any of its ERISA Affiliates has, in the past six years, contributed to or otherwise had any Liability in connection with (i) any multiemployer plan (within the meaning of Section 3(37) of ERISA) or (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which any Longhorn Entity could reasonably be expected to incur any Liability under Section 4063 or 4064 of ERISA; (vi) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each U.S. Benefit Plan that is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code (other than a Multiemployer Plan): (A) no reportable event (within the meaning of Section 4043 of ERISA, other than an event for which the reporting requirements have been waived by regulations) has occurred in the current plan year or in the previous two plan years of such U.S. Benefit Plan; (B) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code) for which an excise tax is due (or would have been due in the absence of a waiver) as of the most recently ended plan year date hereof there are no actions, investigations, suits or material claims pending, or to the knowledge of such U. S. Benefit Planthe Xxxxx Xxxxxxx threatened, which is likely to be materially adverse to the North Safety Business; (C) all premiums (and interest charges and penalties for late payment, if applicable) due prior to the date of this Agreement have been paid when due to the PBGC; and (D) no filing has been made by Seller or any ERISA Affiliate with the PBGC and no proceeding has been commenced by the PBGC to terminate any U.S. Benefit Plan and, to the Knowledge of Seller, no condition exists prior to the date of this Agreement which could constitute grounds for the termination of any such U.S. Benefit Plan by the PBGC; and (vii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no existing circumstances nor the transactions contemplated by this Agreement could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Title IV of ERISA, other than for payment of premiums to the PBGC, and no existing circumstances exist that could reasonably be expected to result in any Liabilities with respect to any U.S. Benefit Plan under Section 4971 of the Code. (c) Except as disclosed on Schedule 3.10(c), 8) with respect to each Employee Plan that is maintained primarily for the benefit of Longhorn Employees employed in countries other than the United States (each a “Foreign Benefit Plan”): (i) except as would not, individually or in the aggregate, reasonably be expected to Xxxxx Xxxxxxx have a Material Adverse Effect, each Foreign Benefit Plan is in compliance with all Legal Requirements; (ii) except for accrued benefits under the Foreign Benefit Plan and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no material Liability exists or reasonably could be imposed upon the assets of any Longhorn Entity by reason of such Foreign Benefit Plan; and (iii) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Foreign Benefit Plan required to be registered has been registered and maintained in all respects in good standing with applicable Governmental Entities. (d) Seller has made available to Buyer complete Norcross copies of (i) each the Employee Benefit Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, and all amendments thereto, (ii) the most recent annual reports (Form 5500 series) filed with the IRS with respect to each U.S. tax-qualified retirement plan, (iii) the most recent determination or opinion letter, if any, issued by the IRS with respect to any U.S. Benefit Plan and any pending request for such a determination letter, (iv) with respect to each U.S. Benefit Plan, all filings made with any Governmental Entities with respect to any voluntary compliance, tax qualification or other programs, other than routine filings of premiums or informational returns, and (v) with respect to each U.S. Benefit Plan that is subject to Title IV of ERISAsummary plan descriptions, the most recent valuation report. actuarial valuation, IRS Form 5500, and the most recent IRS favorable determination letter, which to the knowledge of the Xxxxx Xxxxxxx, are accurate and complete; (e9) Except to the Xxxxx Xxxxxxx' knowledge, no key executive and no group of employees of the North Safety Companies has as would notof the date hereof any plan to terminate his, individually her, their, or in its employment with the aggregateNorth Safety Companies; and (10) none of the North Safety Companies is a party to or bound by any collective bargaining agreement, reasonably be expected to have a Material Adverse Effectnor experienced any strikes, all contributions due with respect to any Employee Plan have been made in all material respects as required and have been accrued on the Financial Statements in accordance with GAAP (except as indicated in the notes thereto). (f) Except as would notgrievances, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no actions, unfair labor practices claims, lawsuits or arbitrations pending or, to the Knowledge of Seller, threatened in writing with respect to any Employee Plan other than routine claims for benefits, and there are no audits, inquiries or proceedings pending or, to the Knowledge of Seller, threatened by any Governmental Entity with respect to any Employee Plan. (g) Except as disclosed on Schedule 3.10(g), the execution of this Agreement and the consummation of the transactions contemplated hereby (alone or together with any other event) will not (i) entitle any Person to any material payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Employee Plan, (ii) otherwise trigger any material acceleration (of vesting or payment of benefits or otherwise) under or with respect to any Employee Plan, or (iii) trigger any obligation to materially fund any Employee Plan. No benefit that is or may become payable as a result of the consummation of the transactions contemplated hereby shall constitute an excess parachute payment (as defined in Section 280G(b)(1) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. (h) No Employee Plan provides for retiree medical or other material post-employment welfare benefits (except COBRA employee or similar coverage required by applicable law). No Longhorn Entity maintains any welfare benefit trust that is intended to be exempt from federal income tax under Section 501(c)(9) of labor dispute during the Codepast 12 months. (i) After payment of the Compensatory Award Consideration pursuant to Section 1.4, including any related Taxes, neither Longhorn nor any Longhorn Entity shall have any liability with respect to any award granted under the Longhorn Incentive Plan, or any other equity award granted to an employee, former employee, independent contractor or former independent contractor of a Longhorn Entity, that was granted on or before the Closing Date.