Common use of Employees; Employee Benefit Plans Clause in Contracts

Employees; Employee Benefit Plans. (a) Schedule 3.7(a) of the Company Disclosure Schedule accurately sets forth, with respect to each employee of the Company or any Subsidiary (including any employee of the Company or any Subsidiary who is on a leave of absence): (i) the name of such employee and the date as of which such employee was originally hired by the Company or any Subsidiary; (ii) such employee’s title; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director’s fees, fringe benefits, bonuses, profit sharing payments, incentive compensation and other payments or benefits of any type) received by such employee from the Company or any Subsidiary with respect to services performed in 2003; (iv) such employee’s annualized compensation as of December 31, 2004; and (v) such employee’s citizenship status (whether such employee is a U.S. citizen or otherwise) and, with respect to non-U.S. citizens, identifies the visa or other similar permit under which such employee is working for the Company or any Subsidiary and the dates of issuance and expiration of such visa or other permit. (b) Except as disclosed on Schedule 3.7(b)(i) of the Company Disclosure Schedule, the employment of the Company’s and each Subsidiary’s employees is terminable by the Company or the applicable Subsidiary at will. Except as disclosed on Schedule 3.7(b)(ii) of the Company Disclosure Schedule, neither the Company nor any Subsidiary uses, or has used during the two years preceding the date hereof, the services of any independent contractors. (c) Schedule 3.7(c) of the Company Disclosure Schedule identifies each salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, medical or life insurance, supplemental unemployment benefits, retirement, savings, profit-sharing or pension plan, program or agreement (collectively, the “Plans”) sponsored, maintained, contributed to or required to be contributed to by the Company or any ERISA Affiliate (as defined below) for the benefit of any employee of the Company or any ERISA Affiliate. As of the date hereof, neither the Company nor any ERISA Affiliate intends or has committed to establish or enter into any new Plan, and, except as may be required by applicable law and except as set forth on Schedule 3.7(c) of the Company Disclosure Schedule, to amend or modify any Plan. Except as set forth in Schedule 3.7(c) of the Company Disclosure Schedule, none of the Plans are subject to the laws of any country other than those of the United States. (d) The Company has delivered or made available to Parent: (i) correct and complete copies of all documents setting forth the terms of each Plan, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Code in connection with each Plan; (iii) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Plan; (iv) all material written contracts or agreements relating to each Plan, including administrative service agreements and group insurance contracts; (v) all written materials, as of January 1, 2002, provided to any employee of the Company or any Subsidiary relating to any Plan and any proposed Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Company or any Subsidiary; (vi) all correspondence to or from any governmental body relating to any Plan; (vii) all COBRA forms and related notices; (viii) all insurance policies in the possession of the Company or any Subsidiary pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ix) all discrimination tests required under the Code for each Plan intended to be qualified under Section 401(a) of the Code for the most recent plan year; (x) the most recent Internal Revenue Service determination or opinion letter issued with respect to each Plan intended to be qualified under Section 401(a) of the Code and (xi) accurate and complete copies of all employee manuals and handbooks, disclosure materials, and policy statements relating to the employment of the current and former employees of the Company or any Subsidiary. (e) Except as set forth on Schedule 3.7(e) of the Company Disclosure Schedule, (i) the Company and each Subsidiary have substantially performed all obligations required to be performed by it under each Plan and is not in default under or violation of, (ii) the Company has no knowledge of any default under or violation by any other party of, the terms of any Plan and (iii) each Plan has been established and maintained in all material respects in accordance with its terms and is in material compliance with all applicable laws and other legal requirements, including ERISA and the Code. Any Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or Internal Revenue Service pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of that Plan. To the knowledge of the Company, no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Plan. There are no claims or legal proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Plan or against the assets of any Plan. Each Plan (other than any Plan to be terminated on or prior to the Effective Time in accordance with this Agreement) can be amended, terminated or otherwise discontinued after Closing in accordance with its terms, without liability to Parent, the Company, any Subsidiary or the Surviving Corporation (other than ordinary administration expenses and benefits or claims incurred under the terms of the Plan prior to the date of termination). There are no audits, inquiries or legal proceedings pending or, to the knowledge of the Company threatened, by any governmental body with respect to any Plan. Neither the Company nor any Subsidiary has ever incurred any penalty or tax with respect to any Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Subsidiary have made all contributions and other payments required by and due under the terms of each Plan. (f) Neither the Company nor any Subsidiary nor any trade or business (whether or not incorporated) which is or has ever been under common control, or which is or has ever been treated as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code (“ERISA Affiliates”) has in the last six (6) years contributed or been obligated to contribute to any (i) employee benefit pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA; or (ii) multiemployer plan within the meaning of Section 4001(a)(3) of ERISA. (g) No Plan provides (except at no cost to the Company or any Subsidiary), or reflects or represents any liability of the Company or any Subsidiary to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable federal, state, local or foreign laws and other legal requirements. Other than commitments made that involve no future costs to the Company or any Subsidiary, neither the Company nor any Subsidiary has ever represented, promised or contracted (whether in oral or written form) to any employee of the Company or any Subsidiary (either individually or to employees of the Company or any Subsidiary as a group) that such employee(s) would be provided with retiree life insurance, retiree health benefits or other retiree employee welfare benefits, except to the extent required by applicable federal, state, local or foreign laws and other legal requirements. (h) Except as disclosed on Schedule 3.7(h) of the Company Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will constitute an event under any Plan or trust agreement pursuant thereto that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employees of the Company or any Subsidiary. (i) The Company’s board of directors has taken all corporate action necessary to authorize the termination of the Company’s 401(k) Plan.

Employees; Employee Benefit Plans. (a) Schedule 3.7(aSection (a) of the Company Disclosure Schedule accurately sets forth, with respect to each employee forth a complete and accurate list of the Company or any Subsidiary (including any employee Business Employees as of the Company or any Subsidiary who is on a leave of absence): date hereof, indicating, for each Business Employee, such Business Employee’s (i) the name of such employee and the date as of which such employee was originally hired by the Company or any Subsidiary; name, (ii) such employee’s title; /position, (iii) the aggregate dollar amount of the compensation (including wageslocation, salary, commissions, director’s fees, fringe benefits, bonuses, profit sharing payments, incentive compensation and other payments or benefits of any type) received by such employee from the Company or any Subsidiary with respect to services performed in 2003; (iv) such employee’s annualized compensation as date of December 31hire and, 2004; and if different, service recognition date, (v) current annual base salary or base wage rate, as applicable, (vi) immigration status/work visa, if any, (vii) classification as exempt or non-exempt, (viii) leave of absence status, if any (including, but not limited to, short- or long-term disability, military leave, maternity leave, family leave, and/or other administrative leave), (ix) target cash incentive opportunity, (x) accrued vacation and paid time off, and (xi) whether such employee’s citizenship status Business Employee is represented by a works council, union or other labor organization, and the identity of such works council, union or labor organization. Other than the Business Employees and the Service Providers set forth on Section 4.11(b) of the Disclosure Schedule, there are no Service Providers engaged by Seller or any of its Affiliates who provide services to or for the benefit of the Business. No Business Employee has informed Seller or any of its Affiliates (whether such employee is a U.S. citizen orally or otherwisein writing) of any plan to terminate employment with or services for Seller or the applicable Affiliate, and, to Seller’s Knowledge, no such Person or Persons has any plans to terminate employment with respect to non-U.S. citizens, identifies the visa or other similar permit under which such employee is working services for the Company Seller or any Subsidiary and the dates of issuance and expiration of such visa or other permitits Affiliates. (b) Except as disclosed on Schedule 3.7(b)(iSection (b)4.11(b) of the Company Disclosure ScheduleSchedule contains a list of all individual Service Providers currently engaged by Seller or any of its Affiliates (other than Business Employees), along with the employment position, date of the Company’s retention and rate of remuneration for each Subsidiary’s employees is terminable by the Company or the applicable Subsidiary at will. Except as disclosed on Schedule 3.7(b)(ii) of the Company Disclosure Schedule, neither the Company nor any Subsidiary uses, or has used during the two years preceding the date hereof, the services of any independent contractorssuch Person. (c) Schedule 3.7(cNeither Seller nor any of its Affiliates has any obligation to provide (whether under a Benefit Plan or otherwise) health, accident, disability, welfare, death, or life insurance benefits to any Service Provider (or any spouse, beneficiary or dependent of the Company Disclosure Schedule identifies each salaryforegoing) beyond the termination of employment or other service of such Service Provider, bonusother than as required under COBRA. (d) No Benefit Plan is, deferred compensationand neither Seller nor any ERISA Affiliate sponsors, incentive compensationmaintains, stock purchasecontributes to (or is obligated to contribute to), stock option, severance pay, termination pay, medical or life insurance, supplemental unemployment benefits, retirement, savings, profit-sharing or pension plan, program or agreement (collectively, the “Plans”) has previously sponsored, maintained, contributed to or required incurred an obligation to be contributed contribute to, or has any liability (contingent or otherwise) with respect to: (i) a “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA; (ii) a single employer plan or other pension plan that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code; (iii) a “multiple employer plan” as defined in Section 413(c) of the Code; or (iv) a “multiple employer welfare arrangement” as defined under Section 3(40) of ERISA. (e) Each Benefit Plan has been established, funded, operated, administered, and maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all applicable Laws, in each case, as it relates to Service Providers and the Company Business. With respect to the Business and the Service Providers, all payments, benefits, contributions, and premiums related to each Benefit Plan have been timely paid or made in full or, to the extent not yet due, properly accrued on Seller’s or its Affiliates’ books or financial statements in accordance with the terms of the Benefit Plan and all applicable Laws and accounting standards. (f) No Proceeding (including, without limitation, any audit or investigation by any Governmental Body) is pending or, to Seller’s Knowledge, threatened against, by or on behalf of any Benefit Plan or the assets, fiduciaries, or administrators thereof (other than claims for benefits in the ordinary course). No non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Benefit Plan. With respect to each Benefit Plan, (i) none of the Purchased Assets or other assets of Seller or any ERISA Affiliate thereof is, or could reasonably be expected to become, the subject of any lien under ERISA, the Code or any other applicable Law, and (ii) no event has occurred and there does not now exist, nor does any condition or circumstance exist that, to Seller’s Knowledge, would reasonably be expected to result in any current or contingent liabilities or obligations of Buyer or any of its Affiliates following the Closing under ERISA, the Code or any other applicable Law. (g) No compensation has been or would reasonably be expected to be includable in the gross income of any current or former Service Provider as defined below) a result of the operation of Section 409A of the Code. No amounts paid or payable by Seller or any of its Affiliates to or for the benefit of any employee current or former Service Provider have been or are reasonably expected to be subject to any Tax or penalty imposed under Section 457A of the Company or any ERISA Affiliate. As of the date hereof, neither the Company nor any ERISA Affiliate intends or has committed to establish or enter into any new Plan, and, except as may be required by applicable law and except as set forth on Schedule 3.7(cCode. (h) of the Company Disclosure Schedule, to amend or modify any Plan. Except as set forth in Schedule 3.7(c) of the Company Disclosure Schedule, none of the Plans are No Benefit Plan is subject to the laws Laws of any country jurisdiction other than those the United States or provides compensation or benefits to any current or former Service Provider (or dependent thereof) who resides outside of the United States. (d) The Company has delivered or made available to Parent: (i) correct and complete copies of all documents setting forth the terms of each Plan, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Code in connection with each Plan; (iii) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Plan; (iv) all material written contracts or agreements relating to each Plan, including administrative service agreements and group insurance contracts; (v) all written materials, as of January 1, 2002, provided to any employee of the Company or any Subsidiary relating to any Plan and any proposed Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Company or any Subsidiary; (vi) all correspondence to or from any governmental body relating to any Plan; (vii) all COBRA forms and related notices; (viii) all insurance policies in the possession of the Company or any Subsidiary pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ix) all discrimination tests required under the Code for each Plan intended to be qualified under Section 401(a) of the Code for the most recent plan year; (x) the most recent Internal Revenue Service determination or opinion letter issued with respect to each Plan intended to be qualified under Section 401(a) of the Code and (xi) accurate and complete copies of all employee manuals and handbooks, disclosure materials, and policy statements relating to the employment of the current and former employees of the Company or any Subsidiary. (e) Except as set forth on Schedule 3.7(e) of the Company Disclosure Schedule, (i) the Company and each Subsidiary have substantially performed all obligations required to be performed by it under each Plan and is not in default under or violation of, (ii) the Company has no knowledge of any default under or violation by any other party of, the terms of any Plan and (iii) each Plan has been established and maintained in all material respects in accordance with its terms and is in material compliance with all applicable laws and other legal requirements, including ERISA and the Code. Any Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or Internal Revenue Service pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of that Plan. To the knowledge of the Company, no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Plan. There are no claims or legal proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Plan or against the assets of any Plan. Each Plan (other than any Plan to be terminated on or prior to the Effective Time in accordance with this Agreement) can be amended, terminated or otherwise discontinued after Closing in accordance with its terms, without liability to Parent, the Company, any Subsidiary or the Surviving Corporation (other than ordinary administration expenses and benefits or claims incurred under the terms of the Plan prior to the date of termination). There are no audits, inquiries or legal proceedings pending or, to the knowledge of the Company threatened, by any governmental body with respect to any Plan. Neither the Company nor any Subsidiary has ever incurred any penalty or tax with respect to any Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Subsidiary have made all contributions and other payments required by and due under the terms of each Plan. (f) Neither the Company nor any Subsidiary nor any trade or business (whether or not incorporated) which is or has ever been under common control, or which is or has ever been treated as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code (“ERISA Affiliates”) has in the last six (6) years contributed or been obligated to contribute to any (i) employee benefit pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA; or (ii) multiemployer plan within the meaning of Section 4001(a)(3) of ERISA. (g) No Plan provides (except at no cost to the Company or any Subsidiary), or reflects or represents any liability of the Company or any Subsidiary to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable federal, state, local or foreign laws execution and other legal requirements. Other than commitments made that involve no future costs to the Company or any Subsidiary, neither the Company nor any Subsidiary has ever represented, promised or contracted (whether in oral or written form) to any employee of the Company or any Subsidiary (either individually or to employees of the Company or any Subsidiary as a group) that such employee(s) would be provided with retiree life insurance, retiree health benefits or other retiree employee welfare benefits, except to the extent required by applicable federal, state, local or foreign laws and other legal requirements. (h) Except as disclosed on Schedule 3.7(h) of the Company Disclosure Schedule, neither the execution delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute an hereby, in each case, whether alone or in conjunction with any other event under any Plan or trust agreement pursuant thereto that will or may result in any payment (whether of severance pay contingent or otherwise), accelerationwill (i) result in any payments or benefits becoming due to any current or former Service Provider, forgiveness (ii) increase the amount of indebtednessor result in the acceleration of time of payment, vestingfunding or vesting of any compensation, distribution, increase in benefits equity award or obligation to fund benefits other benefit with respect to any employees current or former Service Provider, (iii) result in or entitle any current or former Service Provider to any loan forgiveness or (iv) give rise to any payment or benefit that could be characterized as an “excess parachute payment” within the meaning of Section 280G of the Company or any SubsidiaryCode. (j) With respect to the Business and the Service Providers, Seller and the ERISA Affiliates are in compliance in all material respects with the applicable requirements of COBRA and any similar state Law, and the Patient Protection and Affordable Care Act of 2010, as amended, and are not subject to any assessable payment under Section 4980B of the Code. No Benefit Plan is a voluntary employee benefit association under Section 501(a)(9) of the Code or a self-insured plan (including any such plan pursuant to which a stop-loss policy or Contract applies). (k) With respect to the Business and the Service Providers, neither Seller nor any of its Affiliates is or has at any time been a party to or bound by any collective bargaining or similar agreement, and there are no labor unions, works councils or other organizations representing or, to Seller’s Knowledge, attempting or purporting to represent, any of the Business Employees. There are no unfair labor practice complaints before the National Labor Relations Board (or other Governmental Body), claims, litigation, disputes, or other Proceedings pending against Seller or any of its Affiliates with respect to any Service Providers nor, to Seller’s Knowledge, are any such complaints, claims, litigation, disputes, or other Proceedings threatened. Neither Seller nor any of its Affiliates has, with respect to any Service Providers, experienced any labor disruption, dispute, strike, slowdown, or work stoppage since January 1, 2021, nor are any such disruptions, disputes, strikes, slowdowns, work stoppages or lockouts pending or, to Seller’s Knowledge, threatened. (l) Except as set forth on Section 4.11(l) of the Disclosure Schedules, Seller and its Affiliates are and, since January 1, 2021, have been in compliance in all material respects with all applicable Laws regarding labor, employment and/or employment practices, including all applicable Laws regarding terms and conditions of employment, health and safety, wages and hours, immigration (including the proper confirmation of employee visas), harassment, discrimination, retaliation, whistleblowing, disability rights and benefits, equal opportunity, plant closures and layoffs, employee trainings and notices, workers’ compensation, collective bargaining, labor relations, leaves of absences, COVID-19, affirmative action, pay equity and unemployment insurance, in each case, with respect to any current or former Service Provider and the Business. Seller and its Affiliates have properly classified all Service Providers as either employees or independent contractors and as exempt or non-exempt for all purposes and have made all appropriate filings in connection with services provided by, and compensation paid to, such Service Providers. (m) Seller and its Affiliates have paid in full to all Service Providers or adequately accrued for in accordance with applicable Laws and accounting standards all compensation and benefits due to or on behalf of Service Providers; and there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to Seller’s Knowledge, threatened before any Governmental Body with respect to any Service Providers. Neither Seller nor any of its Affiliates is or, since January 1, 2021, has been a party to a settlement agreement resolving claims or allegations of harassment, discrimination, or similar misconduct of any nature by a current or former Service Provider or executive-level employee of the Business and, to Seller’s Knowledge, no facts exist that could give rise to any such claims or allegations. (n) With respect to the Business, Seller and its Affiliates have not experienced or implemented a “plant closing” or “mass layoff” (as defined in the WARN Act or any similar state Law) or any other employment action affecting any site of employment or one or more facilities or operating units within any site of employment of Seller and any of its Affiliates during the past three (3) years. In the six (6) months prior to the date of this Agreement, Seller and its Affiliates have not, with respect to the Business, implemented or carried out any “employment loss” (as such term is defined in the WARN Act), temporary layoffs, or hours or pay reductions. (o) Seller and its Affiliates maintain accurate and complete Form I-9s with respect to each current and former Business Employees in accordance with applicable Laws concerning immigration and employment eligibility verification. Each Service Provider is authorized and has appropriate documentation to work in the United States. (p) Since January 1, 2020, neither Seller nor any of its Affiliates has (i) The Company’s board materially reduced the compensation or benefits of directors has taken all corporate action necessary any current or former Service Provider or otherwise reduced the working schedule of any current or former Service Provider, in each case, for any reason relating to authorize the termination COVID-19 pandemic, or (ii) elected to defer any Taxes payable by Seller or any of its Affiliates in respect of any Service Provider pursuant to Section 2302 of the Company’s 401(kCARES Act. (q) PlanEach Business Employee is employed on terms materially the same as the form employment Contract, offer letter or employment agreement which Seller has made available to Buyer and which Seller has indicated is used by Seller or its Affiliates in the location in which the Business Employee is working.

Employees; Employee Benefit Plans. (a) Schedule 3.7(aAs of the Closing Date, the Bank Employees who are employees of the Bank or a Subsidiary of the Bank at the Closing Date shall, so long as such Bank Employees remain employees of the Purchaser and its Affiliates and unless and until such Bank Employees become eligible to participate in the employee benefit plans sponsored or maintained by the Purchaser (the “Purchaser Plans”) in which similarly situated employees of the Purchaser participate, to the same extent as similarly situated employees of the Purchaser so participate (it being understood that inclusion of Bank Employees in such employee benefit plans may occur at different times with respect to different plans), continue to participate in the Plans in which such Bank Employees participated as of immediately prior to the Closing Date, excluding equity-based plans; excluding the X.X. Xxxx Company Employees’ 401(k) Plan and the X.X. Xxxx Company Employees’ Profit Sharing Retirement Plan; and excluding, for periods after all distributions have been made to participants as described in Section 7.3(c) hereof, the X.X. Xxxx Company Supplemental Executive Retirement Plan and the deferred compensation arrangements identified in Section 7.3(a) of the Company Bank Disclosure Schedule accurately sets forth(such X.X. Xxxx Company Supplemental Executive Retirement Plan and deferred compensation arrangements, with respect collectively referred to each employee herein as the (“Bank Deferred Compensation Plans”)). From and after the Closing Date, the Purchaser shall cause the Bank and its Subsidiaries, and any successors thereto, to honor all Plans, including all employment, retention, severance and change-in-control contracts, agreements and arrangements, listed in Section 4.10(a) of the Company or any Subsidiary Bank Disclosure Schedule subject to Sections 7.3(c), (including any employee of the Company or any Subsidiary who is on a leave of absence): d), (ie) the name of such employee and the date as of which such employee was originally hired by the Company or any Subsidiary; (ii) such employee’s title; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director’s fees, fringe benefits, bonuses, profit sharing payments, incentive compensation and other payments or benefits of any type) received by such employee from the Company or any Subsidiary with respect to services performed in 2003; (iv) such employee’s annualized compensation as of December 31, 2004; and (vf) such employee’s citizenship status (whether such employee is a U.S. citizen or otherwise) and, with respect to nonand excluding any Non-U.S. citizens, identifies the visa or other similar permit under which such employee is working for the Company or any Subsidiary and the dates of issuance and expiration of such visa or other permitBank Benefit Plans. (b) Except as disclosed on Schedule 3.7(b)(i) With respect to each Purchaser Plan, for purposes of determining eligibility to participate, vesting, entitlement to benefits (including determination of the Company Disclosure Schedule, the employment amount of any benefit that is affected by seniority) and vacation entitlement (but not for accrual of benefits under any defined benefit pension plan or post-retirement welfare benefit plan of the Company’s and each Subsidiary’s employees is terminable Purchaser), service with the Bank or any of its Subsidiaries (or of their respective predecessors) shall be treated as service with the Purchaser to the extent recognized by the Company Bank prior to the date of this Agreement under comparable Plans; provided, however, that such service shall not be recognized (i) to the extent that such recognition would result in a duplication of benefits or (ii) for purposes of any plan, program or arrangement under which similarly situated employees of Purchaser and its Subsidiaries do not receive credit for such prior service. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations with respect to any Purchaser Plan. Each Purchaser Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Subsidiary at willPlan. Except as disclosed on Schedule 3.7(b)(ii) The Bank Employees shall be given credit for amounts paid under a corresponding benefit plan of the Company Disclosure Schedule, neither the Company nor Bank or any Subsidiary uses, or has used of its Subsidiaries during the two years preceding same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the date hereof, terms and conditions of the services of any independent contractorsPurchaser Plan during the applicable plan year. (c) Schedule 3.7(cOn or prior to the Closing Date, the Sellers shall cause the Bank Deferred Compensation Plans to be amended to provide that no further benefits shall accrue under such plans after the Closing Date (other than interest credited in accordance with the terms of such plans) and that all vested benefits accrued under such plans through the Closing Date shall be paid to the participant, on the first Business Day following the later of January 1, 2009 or the Closing Date, in accordance with the requirements of the Company Disclosure Schedule identifies each salaryBank Deferred Compensation Plans, bonusas so amended, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, medical or life insurance, supplemental unemployment benefits, retirement, savings, profit-sharing or pension plan, program or agreement (collectively, the “Plans”) sponsored, maintained, contributed to or required to be contributed to by the Company or any ERISA Affiliate (as defined below) for the benefit of any employee and Section 409A of the Company or any ERISA Affiliate. As of the date hereof, neither the Company nor any ERISA Affiliate intends or has committed to establish or enter into any new Plan, and, except as may be required by applicable law Code and except as set forth on Schedule 3.7(c) of the Company Disclosure Schedule, to amend or modify any Plan. Except as set forth in Schedule 3.7(c) of the Company Disclosure Schedule, none of the Plans are subject to the laws of any country other than those of the United StatesIRS Notice 2007-86. (d) On the Closing Date, the Bank shall cease to be an adopting employer under, and Bank Employees shall cease to participate in, the X.X. Xxxx Company Employees’ Profit Sharing Retirement Plan and the X.X. Xxxx Company Employees’ 401(k) Plan. The Company has delivered Purchaser shall maintain or made available establish a Purchaser Plan which is a tax-qualified defined contribution plan and shall permit Bank Employees who are employees of the Bank or a Subsidiary of the Bank on and after the Closing Date to Parent: (i) correct and complete copies participate in such Purchaser Plan as soon as administratively practicable following the Closing Date. Subject to the Purchaser’s receipt of all documents setting forth a favorable determination letter from the terms of each Plan, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Code in connection with each Plan; (iii) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA Bank with respect to each Plan; (ivof the X.X. Xxxx Company Employees’ Profit Sharing Retirement Plan and the X.X. Xxxx Company Employees’ 401(k) all material written contracts or agreements relating to each Plan, including administrative service agreements and group insurance contracts; (v) all written materials, as of January 1, 2002, provided to any employee of the Purchaser shall also permit such Bank Employees who receive an eligible rollover distribution from the X.X. Xxxx Company or any Subsidiary relating to any Employees’ Profit Sharing Retirement Plan and any proposed Plans, in each case, relating the X.X. Xxxx Company Employees’ 401(k) Plan to any amendments, terminations, establishments, increases rollover such distribution (including loans) to such Purchaser Plan. (e) On or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability prior to the Company earlier of (i) the Closing Date and (ii) December 31, 2008, the Bank shall enter into or any Subsidiary; (vi) all correspondence to or from any governmental body relating to any Plan; (vii) all COBRA forms and related notices; (viii) all insurance policies amend the change-in-control contracts identified in the possession of the Company or any Subsidiary pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ix) all discrimination tests required under the Code for each Plan intended to be qualified under Section 401(a4.10(a) of the Code Bank Disclosure Schedule to provide that a “constructive termination” for purposes of such contracts will be deemed to have occurred if following the most recent plan yearClosing the executive party to such contract is required to work in a principal office that is more than thirty (30) miles from the executive’s principal office immediately prior to the date of such amendment to the contract. (f) Subject to the following provisos the Board of Directors of the Bank may, at any time prior to Closing, determine that the “price per share” for purposes of Section 17(d) of the change-in-control agreements is up to two times such per share book value, and any such determination by the Board of Directors is hereby agreed by the Purchaser; provided, that such determination shall be subject to the CIC Share Amount to the extent it applies in accordance with its terms; and provided, further that solely in the case of any Bank Employee who is party to such a change-in-control agreement and who is a “disqualified individual” (x) within the most recent Internal Revenue Service determination or opinion letter issued with respect to each Plan intended to be qualified under meaning of Section 401(a280G(c) of the Code and (xi) accurate and complete copies the regulations thereunder), any such determination in excess of all employee manuals and handbooks, disclosure materials, and policy statements relating one times such per share book value shall be subject to such Bank Employee’s prior waiver in a form reasonably satisfactory to Purchaser that complies with the employment shareholder approval requirements of the current and former employees of the Company or any Subsidiary. (e) Except as set forth on Schedule 3.7(e) of the Company Disclosure Schedule, (i) the Company and each Subsidiary have substantially performed all obligations required to be performed by it under each Plan and is not in default under or violation of, (ii) the Company has no knowledge of any default under or violation by any other party of, the terms of any Plan and (iii) each Plan has been established and maintained in all material respects in accordance with its terms and is in material compliance with all applicable laws and other legal requirements, including ERISA and the Code. Any Plan intended to be qualified under Section 401(a280G(2)(B) of the Code has obtained a favorable determination letter and the regulations thereunder of all “parachute payments” (or opinion letter, if applicable) as to its qualified status under within the meaning of Section 280G of the Code or has remaining a period of time under applicable Treasury and the regulations or Internal Revenue Service pronouncements in which thereunder) payable to apply for such a letter and make any amendments necessary to obtain a favorable determination as Bank Employee to the qualified status extent that such parachute payments exceed three times such Bank Employee’s “base amount” (within the meaning of that Plan. To the knowledge Section 280G(b)(3) of the Company, Code and the regulations thereunder) less $25,000 (assuming that no portion of any payment to be received such Bank Employee would be viewed as “prohibited transaction,reasonable compensation for personal services” within the meaning of Section 4975 of 280G and the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Plan. There are no claims or legal proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefitsregulations thereunder), against any Plan or against the assets of any Plan. Each Plan (other than any Plan to be terminated on or prior to the Effective Time in accordance with this Agreement) can be amended, terminated or otherwise discontinued after Closing in accordance with its terms, without liability to Parent, the Company, any Subsidiary or the Surviving Corporation (other than ordinary administration expenses and benefits or claims incurred under the terms of the Plan prior to the date of termination). There are no audits, inquiries or legal proceedings pending or, to the knowledge of the Company threatened, by any governmental body with respect to any Plan. Neither the Company nor any Subsidiary has ever incurred any penalty or tax with respect to any Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Subsidiary have made all contributions and other payments required by and due under the terms of each Plan. (f) Neither the Company nor any Subsidiary nor any trade or business (whether or not incorporated) which is or has ever been under common control, or which is or has ever been treated as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code (“ERISA Affiliates”) has in the last six (6) years contributed or been obligated to contribute to any (i) employee benefit pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA; or (ii) multiemployer plan within the meaning of Section 4001(a)(3) of ERISA. (g) No Plan provides (except at no cost From time to time following Closing, X.X. Xxxx REIT shall pay to Purchaser, by wire transfer of immediately available funds, the Company or any Subsidiary), or reflects or represents any liability CIC Share Amount within 10 Business Days of the Company or any Subsidiary to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable federal, state, local or foreign laws and other legal requirements. Other than commitments made that involve no future costs to the Company or any Subsidiary, neither the Company nor any Subsidiary has ever represented, promised or contracted (whether in oral or written form) to any employee of the Company or any Subsidiary (either individually or to employees of the Company or any Subsidiary as a group) that such employee(s) would be provided with retiree life insurance, retiree health benefits or other retiree employee welfare benefits, except to the extent required by applicable federal, state, local or foreign laws and other legal requirements. (h) Except as disclosed on Schedule 3.7(h) of the Company Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will constitute an event under any Plan or trust agreement pursuant thereto that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation giving rise to fund benefits with respect to any employees of the Company or any Subsidiarya CIC Share Amount. (i) The Company’s board of directors has taken all corporate action necessary to authorize the termination of the Company’s 401(k) Plan.

Employees; Employee Benefit Plans. 21471555v.18 (a) Schedule 3.7(a5.14(a) sets forth the number and names of the Company Disclosure managers, members, officers, and employees of Sellers as of January 1, 2018, the total compensation paid to each of the managers, members, officers, and employees of Sellers during the periods January 1, 2016 to December 31, 2016 and January 1, 2017 to December 31, 2017, the total compensation paid or accrued for 2018, including salary, bonuses paid, and bonuses earned but not yet paid for each of the managers, members, officers, and employees of Sellers, and anticipated adjustments (whether increases or decreases) to such total compensation. Schedule accurately sets forth, 5.14(a) contains true and correct copies of all written contracts of Sellers with respect to the terms of employment and/or compensation for each employee of the Company or any Subsidiary (including any employee managers, members, officers, and employees of the Company or any Subsidiary who is on a leave of absence): (i) the name of such employee and the date as of which such employee was originally hired by the Company or any Subsidiary; (ii) such employee’s title; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director’s fees, fringe benefits, bonuses, profit sharing payments, incentive compensation and other payments or benefits of any type) received by such employee from the Company or any Subsidiary with respect to services performed in 2003; (iv) such employee’s annualized compensation as of December 31, 2004; and (v) such employee’s citizenship status (whether such employee is a U.S. citizen or otherwise) and, with respect to non-U.S. citizens, identifies the visa or other similar permit under which such employee is working for the Company or any Subsidiary and the dates of issuance and expiration of such visa or other permitSellers. (b) Except as disclosed on Schedule 3.7(b)(i5.14(b), Sellers do not have any current "employee benefit plans" (as such term is defined in Section 3(3) of the Company Disclosure Schedule, the employment of the Company’s and each Subsidiary’s employees is terminable by the Company or the applicable Subsidiary at will. Except as disclosed on Schedule 3.7(b)(ii) of the Company Disclosure Schedule, neither the Company nor any Subsidiary uses, or has used during the two years preceding the date hereof, the services of any independent contractors. (c) Schedule 3.7(c) of the Company Disclosure Schedule identifies each salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, medical or life insurance, supplemental unemployment benefits, retirement, savings, profit-sharing or pension plan, program or agreement (collectively, the “Plans”) sponsored, maintained, contributed to or required to be contributed to by the Company or any ERISA Affiliate (as defined below) for the benefit of any employee of the Company or any ERISA Affiliate. As of the date hereof, neither the Company nor any ERISA Affiliate intends or has committed to establish or enter into any new Plan, and, except as may be required by applicable law and except as set forth on Schedule 3.7(c) of the Company Disclosure Schedule, to amend or modify any Plan. Except as set forth in Schedule 3.7(c) of the Company Disclosure Schedule, none of the Plans are subject to the laws of any country other than those of the United States. (d) The Company has delivered or made available to Parent: (i) correct and complete copies of all documents setting forth the terms of each Plan, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”") (the "Benefit Plans"). Schedule 5.14(b) identifies all Benefit Plans and all other sick-leave, vacation accrual or holiday plans, bonus, savings, profit-sharing or other similar benefit plans, deferred compensation, interest option, interest ownership, and interest purchase plans sponsored by or contributed to by a Seller for the Code benefit of any employees or former employees of a Seller. Sellers do not sponsor or contribute to, nor have they ever sponsored or been required to contribute to, any "multiemployer plan" as such term is defined in connection with each Plan; (iiiSection 3(37) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA ERISA. As applicable with respect to each Benefit Plan; , Sellers have delivered or made available to Buyer true and complete copies of (ivi) all material written contracts or agreements relating to each Benefit Plan, including administrative service agreements all amendments thereto, and group insurance contracts; in the case of an unwritten Benefit Plan, a written description thereof, and (vii) all written materialsrecords, as of January 1notices, 2002, provided to any employee of the Company or any Subsidiary relating to any Plan and any proposed Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Company or any Subsidiary; (vi) all correspondence to or from any governmental body relating to any Plan; (vii) all COBRA forms and related notices; (viii) all insurance policies in the possession of the Company or any Subsidiary pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ix) all discrimination tests required under the Code for each Plan intended to be qualified under Section 401(a) of the Code for the most recent plan year; filings concerning (x) the most recent Internal Revenue Service determination or opinion letter issued with respect to each Plan intended to be qualified under Department of Labor audits or investigations, (y) "prohibited transactions" within the meaning of Section 401(a) 406 of ERISA or Section 4975 of the Code and (xiz) accurate "reportable events" within the meaning of Section 4043 of ERISA. The Benefit Plans are and complete copies have been maintained and administered in compliance with the requirements of all ERISA and, where applicable, Section 401 of the Code. There are no accumulated funding deficiencies as defined in Section 302 of ERISA or Section 412 of the Code, whether or not waived, with respect to the Benefit Plans. There is not now, nor has there been any prohibited transaction (as defined in Section 406 of ERISA or Sections 503 or 4975 of the Code) involving the Benefit Plans. There are no pending or, to the Knowledge of Sellers, threatened investigations or audits by governmental agencies or any claims by or on behalf of the Benefit Plans or by any employee manuals and handbooksof any Seller alleging a breach or breaches of such plans, disclosure materialsor fiduciary duties thereunder, and policy statements violations of other applicable federal or state law with respect to the Benefit Plans or arising out of events relating to the employment of the current and former employees of the Company such Seller, which could result in a monetary liability, or any Subsidiarymaterial non-monetary liability, on the part of such Seller under ERISA or any other law, nor, to the Knowledge of Sellers or Sellers' Members, is there any basis for such a claim. (c) No Seller is a party to any collective bargaining agreement and there are no union organizational activities or efforts to effect a representation election pending or, to the Knowledge of Sellers, threatened. (d) Each Seller has complied in all material respects with all applicable laws relating to the employment of labor, including the provisions thereof relating to benefits required to be provided under Part VI of Subtitle B of Title I of ERISA or Section 4980B(f) of the Code 21471555v.18 (collectively, "COBRA"), wages, hours, working conditions, employee benefit plans and the payment of withholding and social security taxes. (e) Except as set forth on Schedule 3.7(e5.14(e), since January 1, 2015, no present or former employee of any Seller has made any claim against any Seller (whether under federal or state law, any employment agreement, or otherwise) on account of or for (i) overtime pay, other than overtime pay for the current payroll period, (ii) wages or salary for any period other than the current payroll period, (iii) vacation, time off, or pay in lieu of vacation or time off, other than that earned in respect of the Company Disclosure Schedulecurrent fiscal year, or (iv) any violation of any statute, ordinance, or regulation relating to minimum wages or maximum hours of work. (f) There is not now pending or threatened any charge or complaint against any Seller by the National Labor Relations Board or any representative thereof. (g) Except as set forth on Schedule 5.14(g), no Seller has had any worker's compensation claims asserted against it during the three (3) years preceding the date hereof. (h) Except as otherwise disclosed on Schedule 5.14(h): (i) the Company Benefit Plans which are "employee pension benefit plans" within the meaning of Section 3(2) of ERISA and which are intended to meet the qualification requirements of Section 401(a) of the Code (each Subsidiary a "Pension Plan") now meet, and at all times since their inception have substantially performed met, the requirements for such qualification, and the related trusts are now, and at all obligations required times since their inception have been, exempt from taxation under Section 501(a) of the Code. (i) All Pension Plans have received determination letters from the IRS, or have duly adopted a prototype or volume submitter plan which has received an opinion letter from the IRS, to be performed by it under each the effect that such Pension Plans are qualified and the related trusts are exempt from federal income taxes, and no determination letter with respect to any Pension Plan and has been revoked nor, to the Knowledge of Sellers or Sellers' Members, is not there any reason for such revocation, nor has any Pension Plan been amended since the date of its most recent determination letter in default under or violation of, any respect which would adversely affect its qualification. (ii) the Company has no knowledge No Benefit Plan is now or at any time have been subject to Part 3, Subtitle B of Title I of ERISA or Title IV of ERISA. All contributions to, and payments from, any default under or violation by any other party of, Benefit Plan which may have been required in accordance with the terms of such Benefit Plan or any Plan related document have been timely made. All such contributions to, and (iii) each Plan has been established and maintained in all material respects in accordance with its terms and is in material compliance with all applicable laws and other legal requirementspayments from, including ERISA and the Code. Any Plan intended any Benefit Plan, except those to be made from a trust, qualified under Section 401(a) of the Code has obtained a favorable determination letter Code, for any period ending before the Closing Date that are not yet, but will be, required, shall be paid by Sellers when due, under such Benefit Plan and applicable law. (or opinion letteriii) No Seller, if applicable) as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or Internal Revenue Service pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as nor to the qualified status Knowledge of that Sellers any fiduciary, trustee or administrator of any Benefit Plan. To , has engaged in or, in connection with the knowledge transactions contemplated by this Agreement, will engage in any transaction with respect to any Benefit Plan which would subject any such Benefit Plan, Seller, Seller's Members, or Buyer to a tax, penalty or liability for a "prohibited transaction" under Section 406 of ERISA or Section 4975 of the CompanyCode. None of the assets of any Benefit Plan is invested in any property constituting "employer real property" or an "employer security", no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred . 21471555v.18 (iv) All insurance premiums with respect to any Plan. There are no claims or legal proceedings pending, or, insurance policy related to a Benefit Plan for any period up to and including the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Plan or against the assets of any Plan. Each Plan (other than any Plan to be terminated Closing Date have been paid if and when due on or prior to before the Effective Time in accordance with this Agreement) can be amended, terminated or otherwise discontinued after Closing in accordance with its terms, without liability to Parent, the Company, any Subsidiary or the Surviving Corporation (other than ordinary administration expenses and benefits or claims incurred under the terms of the Plan prior to the date of termination). There are no audits, inquiries or legal proceedings pending or, to the knowledge of the Company threatened, by any governmental body with respect to any Plan. Neither the Company nor any Subsidiary has ever incurred any penalty or tax with respect to any Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Subsidiary have made all contributions and other payments required by and due under the terms of each PlanDate. (fv) Neither the Company nor any Subsidiary nor any trade or business (whether or not incorporated) which With respect to each Benefit Plan that is or has ever been under common control, or which is or has ever been treated as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code (“ERISA Affiliates”) has in the last six (6) years contributed or been obligated to contribute to any (i) employee benefit pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA; or (ii) multiemployer plan "group health plan" within the meaning of Section 4001(a)(3) 607 of ERISA and that is subject to Section 4980B of the Code, each Seller complies in all respects with the continuation coverage requirements of the Code and ERISA. (gvi) No Benefit Plan provides benefits, including, without limitation, death or medical benefits, beyond termination of service or retirement other than (except at no cost to the Company A) coverage mandated by law or any Subsidiary), (B) death or reflects or represents any liability retirement benefits under a Benefit Plan qualified under Section 401(a) of the Company Code. No Seller has made a written or any Subsidiary to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits oral representation to any Person current or former employee promising or guaranteeing any employer paid continuation of medical, dental, life or disability coverage for any reason, except as may be required by COBRA period of time beyond retirement or other applicable federal, state, local or foreign laws and other legal requirements. Other than commitments made that involve no future costs to the Company or any Subsidiary, neither the Company nor any Subsidiary has ever represented, promised or contracted (whether in oral or written form) to any employee termination of the Company or any Subsidiary (either individually or to employees of the Company or any Subsidiary as a group) that such employee(s) would be provided with retiree life insurance, retiree health benefits or other retiree employee welfare benefits, except to the extent required by applicable federal, state, local or foreign laws and other legal requirementsemployment. (hvii) Except as disclosed on Schedule 3.7(h) of the Company Disclosure ScheduleNo Seller's execution of, neither the execution of this Agreement nor the consummation and performance of the transactions contemplated hereby by this Agreement, will constitute an event under any Benefit Plan or trust agreement pursuant thereto that will or may result in any payment (whether of as severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, vesting or increase in benefits or obligation to fund benefits with respect to any employees employee. No Benefit Plan provides for "parachute payments" within the meaning of Section 280G of the Company or any SubsidiaryCode. (i) The Company’s board of directors has taken all corporate action necessary to authorize the termination of the Company’s 401(k) Plan.

Employees; Employee Benefit Plans. (a) Schedule 3.7(aSection 3.9(a) of the Company Seller Disclosure Schedule accurately sets forth, with respect to each employee forth a complete and accurate list of the Company or any Subsidiary (including any employee of the Company or any Subsidiary who is on a leave of absence): (i) the name name, title, base salary and vacation and paid time off entitlement of such employee each Employee for the current year, and the date as of which such employee was originally hired by the Company or any Subsidiary; (ii) bonus compensation, if any, for each such employee’s title; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director’s fees, fringe benefits, bonuses, profit sharing payments, incentive compensation and other payments or benefits of any type) received by such employee from the Company or any Subsidiary with respect to services performed in Employee for calendar year 2003; (iv) such employee’s annualized compensation as of December 31, 2004; and (v) such employee’s citizenship status (whether such employee is a U.S. citizen or otherwise) and, with respect to non-U.S. citizens, identifies the visa or other similar permit under which such employee is working for the Company or any Subsidiary and the dates of issuance and expiration of such visa or other permit. (b) Except as disclosed on Schedule 3.7(b)(i) of Seller is not a party to any labor or collective bargaining agreement with respect to the Company Disclosure Schedule, the employment of the Company’s and each Subsidiary’s employees is terminable by the Company or the applicable Subsidiary at will. Except as disclosed on Schedule 3.7(b)(ii) of the Company Disclosure Schedule, neither the Company nor any Subsidiary uses, or has used during the two years preceding the date hereof, the services of any independent contractorsEmployees. (c) Schedule 3.7(cThere are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against Seller in connection with the Business which, individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect on the Business. (d) Except as set forth in Section 3.9(d) of the Company Seller Disclosure Schedule, Seller has complied in all material respects with (i) all applicable domestic and foreign laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such laws respecting employment discrimination, employee classification, workers’ compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and (ii) the terms and conditions of any written employment agreement, in each case as relating to the Business. Except as set forth in Section 3.9(d) of the Seller Disclosure Schedule, there are no claims, investigations or suits pending, or to Seller’s Knowledge, threatened against the Business with respect to such laws or agreements, either by private individuals or Government Entities, which would reasonably be expected to result, individually or in the aggregate, in a liability of the Business in excess of $100,000. All Employees are considered at-will. (e) Section 3.9(e) of the Seller Disclosure Schedule identifies each salarysets forth a complete and accurate list of all material employee pension, profit sharing, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance payemployment, termination payhealth, medical or life insurancewelfare, supplemental unemployment benefitsdeath benefit, retirement, savingssavings or fringe employee benefit plans, profit-sharing agreements, practices or pension planarrangements, program including any “employee benefit plans” as defined in Section 3(3) of ERISA, maintained by Seller, or agreement to which Seller contributes and with respect to which any Employee has any present or future right to benefits (collectively, the “Employee Benefit Plans”). (f) sponsored, maintained, contributed to or required to be contributed to by the Company or any ERISA Affiliate (as defined below) for the benefit of any employee of the Company or any ERISA Affiliate. As of the date hereof, neither the Company nor any ERISA Affiliate intends or has committed to establish or enter into any new Plan, and, except as may be required by applicable law and except as set forth on Schedule 3.7(c) of the Company Disclosure Schedule, to amend or modify any Plan. Except as set forth in Schedule 3.7(cSection 3.9(f) of the Company Seller Disclosure Schedule, none of the Plans are subject to the laws of any country other than those of the United States. (d) The Company has delivered or made available to Parent: (i) correct and complete copies of all documents setting forth the terms of each Plan, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Code in connection with each Plan; (iii) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Plan; (iv) all material written contracts or agreements relating to each Plan, including administrative service agreements and group insurance contracts; (v) all written materials, as of January 1, 2002, provided to any employee of the Company or any Subsidiary relating to any Plan and any proposed Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Company or any Subsidiary; (vi) all correspondence to or from any governmental body relating to any Plan; (vii) all COBRA forms and related notices; (viii) all insurance policies in the possession of the Company or any Subsidiary pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ix) all discrimination tests required under the Code for each Plan intended to be qualified under Section 401(a) of the Code for the most recent plan year; (x) the most recent Internal Revenue Service determination or opinion letter issued with respect to each Plan intended to be qualified under Section 401(a) of the Code and (xi) accurate and complete copies of all employee manuals and handbooks, disclosure materials, and policy statements relating to the employment of the current and former employees of the Company or any Subsidiary. (e) Except as set forth on Schedule 3.7(e) of the Company Disclosure Schedule, (i) the Company and each Subsidiary have substantially performed all obligations required to be performed by it under each Plan and is not in default under or violation of, (ii) the Company has no knowledge of any default under or violation by any other party of, the terms of any Plan and (iii) each Plan has been established and maintained in all material respects in accordance with its terms and is in material compliance with all applicable laws and other legal requirements, including ERISA and the Code. Any Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or Internal Revenue Service pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of that Plan. To the knowledge of the Company, no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Plan. There there are no claims or legal proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits)) or lawsuits involving Employees that have been asserted or instituted against, against any Plan or against the assets of any Plan. Each Plan (other than any Plan to be terminated on or prior to the Effective Time in accordance with this Agreement) can be amended, terminated or otherwise discontinued after Closing in accordance with its terms, without liability to Parent, the CompanySeller’s Knowledge relate to, any Subsidiary Employee Benefit Plan, which would reasonably be expected to result, individually or the Surviving Corporation (other than ordinary administration expenses and benefits or claims incurred under the terms of the Plan prior to the date of termination). There are no audits, inquiries or legal proceedings pending or, to the knowledge of the Company threatened, by any governmental body with respect to any Plan. Neither the Company nor any Subsidiary has ever incurred any penalty or tax with respect to any Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Subsidiary have made all contributions and other payments required by and due under the terms of each Plan. (f) Neither the Company nor any Subsidiary nor any trade or business (whether or not incorporated) which is or has ever been under common control, or which is or has ever been treated as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code (“ERISA Affiliates”) has in the last six (6) years contributed or been obligated to contribute to any (i) employee benefit pension plan (as defined aggregate, in Section 3(2) a liability of ERISA) subject to Title IV such Employee Benefit Plan in excess of ERISA; or (ii) multiemployer plan within the meaning of Section 4001(a)(3) of ERISA$100,000. (g) No Plan provides Except as set forth in Section 3.9(g) of the Seller Disclosure Schedule, the consummation of the transactions contemplated by this Agreement (except at no cost alone or together with any other event which, standing alone, would not by itself trigger such entitlement or acceleration) shall not (i) entitle any Employee to any benefit under any Employee Benefit Plan; (ii) accelerate the Company time of payment or any Subsidiary)vesting, or reflects or represents increase the amount, of any liability of the Company or any Subsidiary to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits compensation due to any Person for such person under any reason, except as may be required by COBRA Employee Benefit Plan; or other applicable federal, state, local or foreign laws and other legal requirements. Other than commitments made that involve no future costs to the Company or (iii) entitle any Subsidiary, neither the Company nor any Subsidiary has ever represented, promised or contracted (whether in oral or written form) Employee to any employee of the Company bonus or any Subsidiary (either individually or to employees of the Company or any Subsidiary as a group) that such employee(s) would be provided with retiree life insurance, retiree health benefits or other retiree employee welfare benefits, except to the extent required by applicable federal, state, local or foreign laws and other legal requirementsincentive compensation. (h) Except as disclosed on Schedule 3.7(hset forth in Section 3.9(h) of the Company Seller Disclosure Schedule, neither the execution of this Agreement nor the consummation no Employee is or may become entitled to post-employment life insurance or medical benefits (whether or not insured), other than (a) coverage mandated by Section 4980B of the transactions contemplated hereby will constitute an event under Code or other applicable law, or (b) coverage provided pursuant to the terms of any Employee Benefit Plan or trust agreement pursuant thereto that will or may result specifically identified as providing such coverage in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employees Section 3.9 of the Company or any SubsidiarySeller Disclosure Schedule. (i) The Company’s board of directors has taken all corporate action necessary to authorize the termination No “independent contractor” is currently being retained by Seller in connection with its conduct of the Company’s 401(k) PlanBusiness.

Employees; Employee Benefit Plans. (a) Schedule 3.7(a5.14(a)(i) contains a list of all Persons who are employees, independent contractors, or consultants of the Company Disclosure Schedule accurately sets forth, with respect to each employee Business as of the Company or any Subsidiary Closing (including any employee of the Company or any Subsidiary Person who is on a leave of absence): absence of any nature) and sets forth the total compensation paid to each such Person during the periods January 1, 2021 to December 31, 2021, the total compensation paid or accrued for 2022 (iincluding salary, bonuses paid, and bonuses earned but not yet paid, and anticipated adjustments (whether increases or decreases) to such total compensation of each Person). Schedule 5.14(a)(ii) contains a list of all written contracts of Seller with respect to the name terms of employment and/or compensation for each Person identified on Schedule 5.14(a)(i), and of all such employee and the date as contracts have been provided to Seller. All of which such employee was originally hired by the Company Seller’s employees are or any Subsidiary; (ii) such employee’s title; (iii) the aggregate dollar amount were employed on an “at will” basis. As of the Closing Date, all compensation (including wagespayable to all employees, salaryindependent contractors, or consultants of the Business for services performed on or prior to the Closing Date have been paid in full and there are no outstanding agreements, understandings, or commitments of Seller with respect to any compensation, commissions, director’s fees, fringe benefits, bonuses, profit sharing paymentsor fees. To the Knowledge of Seller, incentive compensation and other payments or benefits no Person identified on Schedule 5.14(a)(i) is in violation of any type) received by such employee from the Company term of any employment contract, non-competition agreement, or any Subsidiary with respect other agreement or restrictive covenant to services performed in 2003; (iv) such employee’s annualized compensation as of December 31, 2004; and (v) such employee’s citizenship status (whether such employee is a U.S. citizen or otherwise) and, with respect to non-U.S. citizens, identifies the visa or other similar permit under which such employee is working for the Company or any Subsidiary former employer and the dates of issuance and expiration employment of such visa Person by Seller does not subject Seller to any liability. To the Knowledge of Seller, no employee identified on Schedule 5.14(a)(i) has any present intention of terminating his or other permither employment with Seller. (b) Except as disclosed on Schedule 3.7(b)(i5.14(b), Seller does not have any current “employee benefit plans” (as such term is defined in Section 3(3) of the Company Disclosure Schedule, the employment of the Company’s and each Subsidiary’s employees is terminable by the Company or the applicable Subsidiary at will. Except as disclosed on Schedule 3.7(b)(ii) of the Company Disclosure Schedule, neither the Company nor any Subsidiary uses, or has used during the two years preceding the date hereof, the services of any independent contractors. (c) Schedule 3.7(c) of the Company Disclosure Schedule identifies each salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, medical or life insurance, supplemental unemployment benefits, retirement, savings, profit-sharing or pension plan, program or agreement (collectively, the “Plans”) sponsored, maintained, contributed to or required to be contributed to by the Company or any ERISA Affiliate (as defined below) for the benefit of any employee of the Company or any ERISA Affiliate. As of the date hereof, neither the Company nor any ERISA Affiliate intends or has committed to establish or enter into any new Plan, and, except as may be required by applicable law and except as set forth on Schedule 3.7(c) of the Company Disclosure Schedule, to amend or modify any Plan. Except as set forth in Schedule 3.7(c) of the Company Disclosure Schedule, none of the Plans are subject to the laws of any country other than those of the United States. (d) The Company has delivered or made available to Parent: (i) correct and complete copies of all documents setting forth the terms of each Plan, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (the “Benefit Plans”). Schedule 5.14(b) identifies all Benefit Plans and all other sick-leave, vacation accrual or holiday plans, bonus, savings, profit-sharing or other similar benefit plans, deferred compensation, interest option, interest ownership, and interest purchase plans sponsored by or contributed to by Seller for the Code benefit of any employees or former employees of a Seller. Seller does not sponsor or contribute to, nor have they ever sponsored or been required to contribute to, any “multiemployer plan” as such term is defined in connection with each Plan; (iiiSection 3(37) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA ERISA. As applicable with respect to each Benefit Plan; , Seller has delivered or made available to Buyer true and complete copies of (ivi) all material written contracts or agreements relating to each Benefit Plan, including administrative service agreements all amendments thereto, and group insurance contracts; in the case of an unwritten Benefit Plan, a written description thereof, and (vii) all written materialsrecords, as of January 1notices, 2002, provided to any employee of the Company or any Subsidiary relating to any Plan and any proposed Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to the Company or any Subsidiary; (vi) all correspondence to or from any governmental body relating to any Plan; (vii) all COBRA forms and related notices; (viii) all insurance policies in the possession of the Company or any Subsidiary pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ix) all discrimination tests required under the Code for each Plan intended to be qualified under Section 401(a) of the Code for the most recent plan year; filings concerning (x) the most recent Internal Revenue Service determination or opinion letter issued with respect to each Plan intended to be qualified under Department of Labor audits or investigations, (y) “prohibited transactions” within the meaning of Section 401(a) 406 of ERISA or Section 4975 of the Code and (xiz) accurate “reportable events” within the meaning of Section 4043 of ERISA. The Benefit Plans are and complete copies have been maintained and administered in compliance with the requirements of all ERISA and, where applicable, Section 401 of the Code. There are no accumulated funding deficiencies as defined in Section 302 of ERISA or Section 412 of the Code, whether or not waived, with respect to the Benefit Plans. There is not now, nor has there been any prohibited transaction (as defined in Section 406 of ERISA or Sections 503 or 4975 of the Code) involving the Benefit Plans. There are no pending or, to the Knowledge of Seller, threatened investigations or audits by governmental agencies or any claims by or on behalf of the Benefit Plans or by any employee manuals and handbooksof Seller alleging a breach or breaches of such plans, disclosure materialsor fiduciary duties thereunder, and policy statements violations of other applicable federal or state law with respect to the Benefit Plans or arising out of events relating to the employment of the current and former employees of the Company Seller, which could result in a monetary liability, or any Subsidiarymaterial non-monetary liability, on the part of Seller under ERISA or any other law, nor, to the Knowledge of Seller, is there any basis for such a claim. (c) Seller is not a party to any collective bargaining agreement and there are no union organizational activities or efforts to effect a representation election pending or, to the Knowledge of Seller, threatened. (d) Seller has complied in all material respects with all applicable Laws pertaining to labor and employment in its operation of the Business, including the provisions thereof relating to benefits required to be provided under Part VI of Subtitle B of Title I of ERISA or Section 4980B(f) of the Code (collectively, “COBRA”), wages, hours, working conditions, employee benefit plans and the payment of withholding and social security taxes. (e) Except as set forth on Schedule 3.7(e5.14(e), since January 1, 2019, no present or former employee of Seller has made any claim against Seller (whether under federal or state law, any employment agreement, or otherwise) on account of or for (i) overtime pay, other than overtime pay for the current payroll period, (ii) wages or salary for any period other than the current payroll period, (iii) vacation, time off, or pay in lieu of vacation or time off, other than that earned in respect of the Company Disclosure Schedulecurrent fiscal year, or (iv) any violation of any statute, ordinance, or regulation relating to minimum wages or maximum hours of work. (f) There is not now pending or threatened any charge or complaint against Seller by the National Labor Relations Board or any representative thereof. (g) Except as set forth on Schedule 5.14(g), Seller has not had any worker’s compensation claims asserted against it during the tree (3) years preceding the date hereof. (h) Except as otherwise disclosed on Schedule 5.14(h): (i) the Company Benefit Plans which are “employee pension benefit plans” within the meaning of Section 3(2) of ERISA and which are intended to meet the qualification requirements of Section 401(a) of the Code (each Subsidiary a “Pension Plan”) now meet, and at all times since their inception have substantially performed met, the requirements for such qualification, and the related trusts are now, and at all obligations required to be performed by it times since their inception have been, exempt from taxation under each Plan and is not in default under or violation of, Section 501(a) of the Code. (ii) All Pension Plans have received determination letters from the Company IRS, or have duly adopted a prototype or volume submitter plan which has received an opinion letter from the IRS, to the effect that such Pension Plans are qualified and the related trusts are exempt from federal income taxes, and no knowledge determination letter with respect to any Pension Plan has been revoked nor, to the Knowledge of Seller, is there any default under reason for such revocation, nor has any Pension Plan been amended since the date of its most recent determination letter in any respect which would adversely affect its qualification. (iii) No Benefit Plan is now or violation by at any other party oftime have been subject to Part 3, Subtitle B of Title I of ERISA or Title IV of ERISA. All contributions to, and payments from, any Benefit Plan which may have been required in accordance with the terms of such Benefit Plan or any Plan related document have been timely made. All such contributions to, and (iii) each Plan has been established and maintained in all material respects in accordance with its terms and is in material compliance with all applicable laws and other legal requirementspayments from, including ERISA and the Code. Any Plan intended any Benefit Plan, except those to be made from a trust, qualified under Section 401(a) of the Code has obtained a favorable determination letter Code, for any period ending before the Closing Date that are not yet, but will be, required, shall be paid by Seller when due, under such Benefit Plan and applicable law. (or opinion letteriv) Neither Seller, if applicable) as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or Internal Revenue Service pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as nor to the qualified status Knowledge of that Seller any fiduciary, trustee, or administrator of any Benefit Plan. To , has engaged in or, in connection with the knowledge of the Companytransactions contemplated by this Agreement, no will engage in any transaction with respect to any Benefit Plan which would subject any such Benefit Plan, Seller, Owner, or Buyer to a tax, penalty, or liability for a “prohibited transaction,” under Section 406 of ERISA or Section 4975 of the Code. None of the assets of any Benefit Plan is invested in any property constituting “employer real property” or an “employer security”, within the meaning of Section 407 of ERISA. (v) All insurance premiums with respect to any insurance policy related to a Benefit Plan for any period up to and including the Closing Date have been paid if and when due on or before the Closing Date. (vi) With respect to each Benefit Plan that is a “group health plan” within the meaning of Section 4975 607 of ERISA and that is subject to Section 4980B of the Code, Seller complies in all respects with the continuation coverage requirements of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Plan. There are no claims or legal proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Plan or against the assets of any Plan. Each Plan (other than any Plan to be terminated on or prior to the Effective Time in accordance with this Agreement) can be amended, terminated or otherwise discontinued after Closing in accordance with its terms, without liability to Parent, the Company, any Subsidiary or the Surviving Corporation (other than ordinary administration expenses and benefits or claims incurred under the terms of the Plan prior to the date of termination). There are no audits, inquiries or legal proceedings pending or, to the knowledge of the Company threatened, by any governmental body with respect to any Plan. Neither the Company nor any Subsidiary has ever incurred any penalty or tax with respect to any Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and each Subsidiary have made all contributions and other payments required by and due under the terms of each Plan. (f) Neither the Company nor any Subsidiary nor any trade or business (whether or not incorporated) which is or has ever been under common control, or which is or has ever been treated as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code (“ERISA Affiliates”) has in the last six (6) years contributed or been obligated to contribute to any (i) employee benefit pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA; or (ii) multiemployer plan within the meaning of Section 4001(a)(3) of ERISA. (gvii) No Plan provides (except at no cost Seller has not made a written or oral representation to the Company any current or former employee promising or guaranteeing any Subsidiary)employer paid continuation of medical, dental, life, or reflects or represents any liability of the Company or any Subsidiary to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person disability coverage for any reason, except as may be required by COBRA period of time beyond retirement or other applicable federal, state, local or foreign laws and other legal requirements. Other than commitments made that involve no future costs to the Company or any Subsidiary, neither the Company nor any Subsidiary has ever represented, promised or contracted (whether in oral or written form) to any employee termination of the Company or any Subsidiary (either individually or to employees of the Company or any Subsidiary as a group) that such employee(s) would be provided with retiree life insurance, retiree health benefits or other retiree employee welfare benefits, except to the extent required by applicable federal, state, local or foreign laws and other legal requirementsemployment. (hviii) Except as disclosed on Schedule 3.7(h) of the Company Disclosure ScheduleSeller’s execution of, neither the execution of this Agreement nor the consummation and performance of the transactions contemplated hereby by this Agreement, will not constitute an event under any Benefit Plan or trust agreement pursuant thereto that will or may result in any payment (whether of as severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, or increase in benefits or obligation to fund benefits with respect to any employees of the Company or any Subsidiaryemployee. (i) The Company’s board of directors has taken all corporate action necessary Each Benefit Plan that is subject to authorize the termination Section 409A of the Company’s 401(kCode has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including, notices, rulings, and proposed and final regulations) Planthereunder. Seller does not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (i) All Persons characterized and treated by Seller as consultants or independent contractors of the Business are and have been properly treated as independent contractors under all applicable Laws. All employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are and have been properly classified. (j) Seller has complied with, and not incurred any liability in connection with, the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state and local Laws. (k) Seller is in compliance with and has complied with all immigration Laws, including Form I-9 requirements. All Seller Employees are authorized to work in the United States. (l) Seller has complied with all emergency paid leave provisions in the Families First Coronavirus Response Act (Pub. L. No. 116-127) and other orders, directives, and guidance issued by a Governmental Authority in connection with COVID-19.