Common use of Employees; Employee Benefit Matters Clause in Contracts

Employees; Employee Benefit Matters. Section 3.10(a) of the Seller Disclosure Schedule contains a complete, true and correct list of all the Business Employees and indicates for each such Business Employee, to the extent applicable and to the extent permissible under applicable Law, such Business Employee’s (to the extent applicable) name, title (including whether an employee, independent contractor or other service provider), and employee identification number. The Seller has made available, or will make available as soon as possible following the date hereof, but not less than 30 days prior to the Closing Date, to the Purchaser the following information with respect to each such Business Employee prior to the date hereof: (A) date of birth and years of employment/service, (B) employing or contracting legal entity, country, and location of employment or service, (C) rate of base salary, hourly wage rate, rate of commissions or retainer arrangement as in effect on the date of this Agreement, including any increases scheduled to take effect following the date of this Agreement, (D) annual incentive cash bonus for 2021 at target and maximum payouts, (E) the amount of annual cash bonus paid for 2019 and 2020 (or if not yet paid for 2020, the amount earned and to be paid), (F) immigration status (and, to the extent that the Business Employee requires a visa, work permit or employment pass or other legal or regulatory approval for his or her employment, type of visa, permit, pass, or approval and country of citizenship), (G) social security number, and (H) work email addresses (clauses (A) through (H), together, the “Additional Employee Data”). Section 3.10(a) of the Seller Disclosure Schedule is subject to change between the date hereof and the Closing Date and the Seller shall provide updated schedules that are mutually agreed by the Purchaser and the Seller, as well as updated Additional Employee Data to the extent necessary to reflect or relate to such changes. The Seller shall update Section 3.10(a) of the Seller Disclosure Schedule and the Additional Employee Data provided to reflect changes in the Business Employees no less frequently than every 30 days and again no later than the Closing Date, with each update to be mutually agreed in advance by the Purchaser and the Seller. The Seller represents and warrants to the Purchaser that each individual who is employed or retained by the Seller or any Subsidiary or Affiliate of the Seller primarily in connection with the Business is identified on Section 3.10(a) of the Seller Disclosure Schedule.

Employees; Employee Benefit Matters. Section 3.10(a(a) of the Seller Disclosure Schedule contains has provided to Purchaser a complete, true complete and correct list list, as of all the Business Employees and indicates for each such Business Employee, to the extent applicable and to the extent permissible under applicable Law, such Business Employee’s (to the extent applicable) name, title (including whether an employee, independent contractor or other service provider), and employee identification number. The Seller has made available, or will make available as soon as possible following the date hereof, but not less than 30 days prior to the Closing Dateof each DCB Employee, to the Purchaser the following information with respect to each such Business Employee prior to which list also sets forth, as of the date hereof: , each DCB Employee’s (Ai) date of birth and years of employment/service, (B) employing or contracting legal entity, country, and location of employment or service, (C) rate of current annual base salary, hourly wage ratetarget bonus opportunity and, rate of commissions or retainer arrangement as in effect on the date of this Agreementif applicable, including any increases scheduled to take effect following the date of this Agreementcommission opportunity, (Dii) annual incentive cash bonus for 2021 at target and maximum payoutsjob title, (Eiii) the amount of annual cash any unpaid bonus paid for 2019 the previous fiscal year, (iv) the date and 2020 amount of the most recent increase in compensation (or including base salary, target bonus opportunity and, if not yet paid for 2020applicable, the amount earned and to be paidcommission opportunity), (Fv) immigration employment status (e.g., whether or not on leave), (vi) work location, (vii) vacation entitlement formula, (viii) amount of accrued but unused vacation, (ix) credited service date and (x) date of hire and number of years in the current position. (b) Section 3.12(b) of the Disclosure Schedule sets forth all material employee benefit plans (as defined in ERISA Section 3(3)) and all bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, retention, change in control or other benefit plans, programs or arrangements, which are maintained, contributed to or sponsored by, or are required to be maintained, contributed to, or sponsored by, Seller or an ERISA Affiliate and which provide for payments or benefits to or for the benefit of any DCB Employee (all such plans, programs or arrangements, whether material or not material, the “Benefit Plans”). With respect to each material Benefit Plan, Seller has made available to Purchaser, as applicable, (i) the plan documents and any amendment thereto, (ii) the summary plan description, including a summary of any material modifications, or other written documentation describing the material terms of such Benefit Plan, (iii) the most recent annual reports under Form 5500 (including applicable schedules and attachments thereto) or such similar reports, statements or information returns required to be filed with, or delivered to, any Governmental Authority having jurisdiction with respect to such Benefit Plan or (iv) the most recent audited financial statement and actuarial or other valuation report prepared with respect thereto. (c) Except as would not, individually or in the aggregate, be expected to result in a material liability of Purchaser or its Affiliates, each Benefit Plan has been operated and administered in accordance with its terms and in compliance with ERISA, the Code and all other applicable Laws. Neither Seller nor any ERISA Affiliate is subject to any liability under Title IV of ERISA that would reasonably be expected to result in a liability of Purchaser and its Affiliates on or after the Closing Date. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (alone or in combination with any other event) will constitute a triggering event under any Benefit Plan that will or may result in any payment or benefit (including payments or benefits that would not be deductible under Section 280G of the Code). (e) Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination or opinion letter from the IRS. No such determination or opinion letter has been revoked, and, to Seller’s Knowledge, revocation has not been threatened. To Seller’s Knowledge, no such Benefit Plan has been amended or operated since the extent that the Business Employee requires a visa, work permit date of its most recent determination or employment pass or other legal or regulatory approval for his or her employment, type of visa, permit, pass, or approval and country of citizenship), (G) social security numberopinion letter in any respect, and (H) work email addresses (clauses (A) through (H)no act or omission has occurred, togetherthat would adversely affect its qualification. Each Benefit Plan which, under the “Additional Employee Data”). Section 3.10(a) applicable Laws of any jurisdiction outside of the Seller Disclosure Schedule United States, is subject required to change between the date hereof be registered or approved by any Governmental Authority, has been so registered and the Closing Date approved and the Seller shall provide updated schedules that are mutually agreed by the Purchaser and the Seller, as well as updated Additional Employee Data to the extent necessary to reflect or relate to such changes. The Seller shall update Section 3.10(a) has in all material respects been maintained in good standing with applicable requirements of the Seller Disclosure Schedule applicable Governmental Authority, and the Additional Employee Data provided if intended to reflect changes qualify for special tax treatment, is in the Business Employees no less frequently than every 30 days and again no later than the Closing Date, with each update to be mutually agreed compliance in advance by the Purchaser and the Seller. The Seller represents and warrants to the Purchaser that each individual who is employed or retained by the Seller or any Subsidiary or Affiliate of the Seller primarily in connection all material respects with the Business requirements for such treatment and no such Benefit Plan is identified on Section 3.10(a) of the Seller Disclosure Schedulea defined benefit plan.

Employees; Employee Benefit Matters. Section 3.10(a(a) of the Seller Disclosure Schedule contains has provided to Purchaser a complete, true complete and correct list list, as of all the Business Employees and indicates for each such Business Employee, to the extent applicable and to the extent permissible under applicable Law, such Business Employee’s (to the extent applicable) name, title (including whether an employee, independent contractor or other service provider), and employee identification number. The Seller has made available, or will make available as soon as possible following the date hereof, but not less than 30 days prior to the Closing Dateof each DCB Employee, to the Purchaser the following information with respect to each such Business Employee prior to which list also sets forth, as of the date hereof: , each DCB Employee’s (Ai) date of birth and years of employment/service, (B) employing or contracting legal entity, country, and location of employment or service, (C) rate of current annual base salary, hourly wage ratetarget bonus opportunity and, rate of commissions or retainer arrangement as in effect on the date of this Agreementif applicable, including any increases scheduled to take effect following the date of this Agreementcommission opportunity, (Dii) annual incentive cash bonus for 2021 at target and maximum payoutsjob title, (Eiii) the amount of annual cash any unpaid bonus paid for 2019 the previous fiscal year, (iv) the date and 2020 amount of the most recent increase in compensation (or including base salary, target bonus opportunity and, if not yet paid for 2020applicable, the amount earned and to be paidcommission opportunity), (Fv) immigration employment status (e.g., whether or not on leave), (vi) work location, (vii) vacation entitlement formula, (viii) amount of accrued but unused vacation, (ix) credited service date and (x) date of hire and number of years in the current position. (b) Section 3.12(b) of the Disclosure Schedule sets forth all material employee benefit plans (as defined in ERISA Section 3(3)) and all bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, retention, change in control or other benefit plans, programs or arrangements, which are maintained, contributed to or sponsored by, or are required to be maintained, contributed to, or sponsored by, Seller or an ERISA Affiliate and which provide for payments or benefits to or for the benefit of any DCB Employee (all such plans, programs or arrangements, whether material or not material, the “Benefit Plans”). With respect to each material Benefit Plan, Seller has made available to Purchaser, as applicable, (i) the plan documents and any amendment thereto, (ii) the summary plan description, including a summary of any material modifications, or other written documentation describing the material terms of such Benefit Plan, (iii) the most recent annual reports under Form 5500 (including applicable schedules and attachments thereto) or such similar reports, statements or information returns required to be filed with, or delivered to, any Governmental Authority having jurisdiction with respect to such Benefit Plan or (iv) the most recent audited financial statement and actuarial or other valuation report prepared with respect thereto. 30 (c) Except as would not, individually or in the aggregate, be expected to result in a material liability of Purchaser or its Affiliates, each Benefit Plan has been operated and administered in accordance with its terms and in compliance with ERISA, the Code and all other applicable Laws. Neither Seller nor any ERISA Affiliate is subject to any liability under Title IV of ERISA that would reasonably be expected to result in a liability of Purchaser and its Affiliates on or after the Closing Date. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (alone or in combination with any other event) will constitute a triggering event under any Benefit Plan that will or may result in any payment or benefit (including payments or benefits that would not be deductible under Section 280G of the Code). (e) Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination or opinion letter from the IRS. No such determination or opinion letter has been revoked, and, to Seller’s Knowledge, revocation has not been threatened. To Seller’s Knowledge, no such Benefit Plan has been amended or operated since the extent that the Business Employee requires a visa, work permit date of its most recent determination or employment pass or other legal or regulatory approval for his or her employment, type of visa, permit, pass, or approval and country of citizenship), (G) social security numberopinion letter in any respect, and (H) work email addresses (clauses (A) through (H)no act or omission has occurred, togetherthat would adversely affect its qualification. Each Benefit Plan which, under the “Additional Employee Data”). Section 3.10(a) applicable Laws of any jurisdiction outside of the Seller Disclosure Schedule United States, is subject required to change between the date hereof be registered or approved by any Governmental Authority, has been so registered and the Closing Date approved and the Seller shall provide updated schedules that are mutually agreed by the Purchaser and the Seller, as well as updated Additional Employee Data to the extent necessary to reflect or relate to such changes. The Seller shall update Section 3.10(a) has in all material respects been maintained in good standing with applicable requirements of the Seller Disclosure Schedule applicable Governmental Authority, and the Additional Employee Data provided if intended to reflect changes qualify for special tax treatment, is in the Business Employees no less frequently than every 30 days and again no later than the Closing Date, with each update to be mutually agreed compliance in advance by the Purchaser and the Seller. The Seller represents and warrants to the Purchaser that each individual who is employed or retained by the Seller or any Subsidiary or Affiliate of the Seller primarily in connection all material respects with the Business requirements for such treatment and no such Benefit Plan is identified on Section 3.10(a) of the Seller Disclosure Schedulea defined benefit plan.

Employees; Employee Benefit Matters. (a) Section 3.10(a3.17(a) of the Seller Disclosure Schedule Letter contains a complete, true and correct complete list of all of the Business Employees employees (whether full-time, part-time or otherwise and indicates for each such Business Employeeincluding any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized) and independent contractors and consultants of the Acquired Companies, and to the extent related to the Transferred Business, the Restructuring Sellers, as of September 30, 2018, specifying, to the extent applicable possible, their (i) name; (ii) title or position (including whether full-time, part time or otherwise); (iii) hire date; (iv) if applicable, leave status and expected return to work date, including whether the employee is on long term disability or are receiving benefits pursuant to the WCA or other comparable Laws in any other jurisdiction; (v) current annual base compensation rate; (vi) classification as exempt or non-exempt, or whether they are exempt from overtime under the Employment Standards Act or other comparable Laws in any other jurisdiction; (vii) commission, bonus or other incentive-based compensation; and (viii) visa status, if any. (b) Section 3.17(b) of the Seller Disclosure Letter sets forth an accurate and complete list of all Company Plans. There is no agreement, policy, plan or practice relating to the payment of any management, consulting or other fee or any bonus, retention payment, change of control or golden parachute payment, pension, share of profits or retirement allowance, or any insurance, health or other employee benefit, except as disclosed in Section 3.17(b) of the Seller Disclosure Letter. With respect to each Company Plan, the Sellers have delivered to the Purchaser an accurate and complete copy of (i) all plan documents (including all amendments thereto) and summary plan descriptions (including all summaries of material modifications thereto), (ii) Forms 5500 or other reports filed with any Governmental Authority in each of the most recent three plan years, including all schedules thereto, (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, in each case in effect now or in the past three years, (iv) copies of any employee handbooks, in effect now, or in the past three years, relating to any Company Plan, (v) in the case of any Company Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service, and (vi) copies of material notices, letters or other correspondence received from the Internal Revenue Service, Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Authority in the past three years. Each Company Plan may be amended, terminated or otherwise discontinued at the will of the Acquired Companies without liability for such amendment, termination or discontinuance except as otherwise required by ERISA. (c) Each Company Plan is maintained, funded, documented, operated and administered in all material respects, and the Acquired Companies, each ERISA Affiliate, and to the extent permissible related to the Transferred Business, the Restructuring Sellers, have performed all of its obligations, in all material respects, under each Company Plan, in each case in accordance with the terms of such Company Plan and in compliance with all applicable LawLaws, including ERISA and the Code. All contributions required to be made to any Company Plan by applicable Law and the terms of such Business Employee’s (Company Plan have been timely made or paid, and all premiums due or payable with respect to insurance policies funding any Company Plan, for any period through the Closing Date, in full or, to the extent applicablenot required to be made or paid on or before the Closing Date, have been fully reflected in line items on the Pro Forma Balance Sheet. (d) nameExcept as contemplated by this Agreement, title neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or in conjunction with any other event) will cause accelerated vesting, payment or delivery of, or increase the amount or value of any payment or benefit under or in connection with any Company Plan, this Agreement (or any agreement, plan or other program contemplated in this Agreement) or any Contract listed on Section 3.14(a) of the Seller Disclosure Letter or constitute a "deemed severance" or "deemed termination" under any Company Plan with respect to, any director, officer, employee, or former director, former officer or former employee of the Acquired Companies, except as a result of any partial plan termination resulting from this Agreement. (e) Neither the Acquired Companies, nor any ERISA Affiliate, currently maintains, sponsors, contributes to, or has any liability under (or with respect to), or has ever maintained, sponsored, contributed to, or had liability under (or with respect to) any "defined benefit plan" (as defined in Section 3(35) of ERISA), or any multiemployer plan, or otherwise has any liability under Title I or IV of ERISA or other applicable Law. No asset of any of the Acquired Companies is subject to any lien under ERISA, the Code or other applicable Law. None of the Acquired Companies, any ERISA Affiliate, or to the extent related to the Transferred Business, the Restructuring Sellers, has failed to timely pay premiums to the Pension Benefit Guaranty Corporation or required under the Canada Pension Plan Act or engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA, the Canada Pension Plan Act or other applicable Laws. (f) There have been no prohibited transactions with respect to any Company Plan. No fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No actions, claims (other than routine benefit claims) or lawsuits have been asserted in writing or instituted against any Company Plan or related trust, sponsor, administrator or fiduciary, nor, to the Sellers' Knowledge, are there facts that could reasonably be expected to form the basis for any such action, claim or lawsuit. To the Sellers' Knowledge, no event has occurred respecting any Company Plan which would entitle any person (without the consent of the Acquired Companies, or to the extent related to the Transferred Business, the Restructuring Sellers) to cause the wind-up or termination of any Company Plan in whole or in part. No insurance policy or any other contract or agreement affecting any Company Plan requires or permits a retroactive increase in premiums or payments due thereunder. (g) None of the Acquired Companies, their ERISA Affiliates, or to the extent related to the Transferred Business, the Restructuring Sellers, contribute to or have any obligation to contribute to, or any liability with respect to, any employee welfare benefit plan providing medical, health, or life insurance or other welfare-type benefits for current or future retired or terminated directors, officers or employees of any Acquired Company, or to the extent related to the Transferred Business, the Restructuring Sellers (or any spouse or other dependent thereof), other than in accordance with COBRA or other applicable Laws. (h) Each Company Plan has been administered in all material respects in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including whether an notices, rulings and proposed and final regulations) thereunder, and other applicable Laws. The Acquired Companies do not have any obligation to gross up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code, or other applicable Laws. (i) Neither the execution of this Agreement nor any of the transactions contemplated in this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractor or consultant of the Acquired Companies to severance pay or any other service provider)termination or retention payment; (ii) accelerate the time of payment, and employee identification numberfunding or vesting, or increase the amount of compensation due to any such individual; (iii) limit or restrict the right of the Acquired Companies to merge, amend, or terminate any Company Plan; (iv) except as otherwise required by applicable Law, increase the amount payable under or result in any other material obligation pursuant to any Company Plan; (v) result in "excess parachute payments" within the meaning of Section 280G(B) of the Code; or (vi) require a "gross-up" or other payment to any "disqualified individual" within the meaning of Section 280G(c) of the Code. The Seller has Acquired Companies have made available, or will make available as soon as possible following the date hereof, but not less than 30 days prior to the Closing Date, to the Purchaser the following information true and complete copies of any Section 280G calculations prepared (whether or not final) with respect to each such Business Employee prior to the date hereof: (A) date of birth and years of employment/service, (B) employing or contracting legal entity, country, and location of employment or service, (C) rate of base salary, hourly wage rate, rate of commissions or retainer arrangement as in effect on the date of this Agreement, including any increases scheduled to take effect following the date of this Agreement, (D) annual incentive cash bonus for 2021 at target and maximum payouts, (E) the amount of annual cash bonus paid for 2019 and 2020 (or if not yet paid for 2020, the amount earned and to be paid), (F) immigration status (and, to the extent that the Business Employee requires a visa, work permit or employment pass or other legal or regulatory approval for his or her employment, type of visa, permit, pass, or approval and country of citizenship), (G) social security number, and (H) work email addresses (clauses (A) through (H), together, the “Additional Employee Data”). Section 3.10(a) of the Seller Disclosure Schedule is subject to change between the date hereof and the Closing Date and the Seller shall provide updated schedules that are mutually agreed by the Purchaser and the Seller, as well as updated Additional Employee Data to the extent necessary to reflect or relate to such changes. The Seller shall update Section 3.10(a) of the Seller Disclosure Schedule and the Additional Employee Data provided to reflect changes in the Business Employees no less frequently than every 30 days and again no later than the Closing Date, with each update to be mutually agreed in advance by the Purchaser and the Seller. The Seller represents and warrants to the Purchaser that each disqualified individual who is employed or retained by the Seller or any Subsidiary or Affiliate of the Seller primarily in connection with the Business is identified on Section 3.10(a) of the Seller Disclosure Scheduletransactions.